Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | VOLITIONRX LIMITED | ||
Entity Central Index Key | 0000093314 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 63,096,766 | ||
Entity Public Float | $ 73,353,231 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-36833 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 91-1949078 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Entity Address Address Line 1 | 1489 West Warm Springs Road, | ||
Entity Address Address Line 2 | Suite 110 | ||
Entity Address City Or Town | Henderson | ||
Entity Address State Or Province | NV | ||
Entity Address Postal Zip Code | 89014 | ||
City Area Code | 646 | ||
Local Phone Number | 650–1351 | ||
Security 12b Title | Common Stock, par value $0.001 per share | ||
Trading Symbol | VNRX | ||
Security Exchange Name | NYSEAMER | ||
Auditor Firm Id | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 10,867,050 | $ 20,581,313 |
Accounts Receivable | 72,609 | 12,510 |
Prepaid expenses | 784,920 | 598,367 |
Other current assets | 447,566 | 786,642 |
Total Current Assets | 12,172,145 | 21,978,832 |
Property and equipment, net | 5,393,012 | 4,911,077 |
Operating lease right-of-use assets | 619,392 | 383,551 |
Intangible assets, net | 110,505 | 216,876 |
Total Assets | 18,295,054 | 27,490,336 |
Current Liabilities | ||
Accounts payable | 3,043,008 | 1,542,457 |
Accrued liabilities | 2,872,247 | 3,828,501 |
Deferred revenue | 10,000,000 | 12,512 |
Management and directors' fees payable | 71,119 | 71,303 |
Current portion of long-term debt | 1,066,700 | 797,855 |
Current portion of financing lease liabilities | 46,014 | 48,958 |
Current portion of operating lease liabilities | 245,163 | 171,166 |
Current portion of grant repayable | 41,836 | 43,100 |
Total Current Liabilities | 17,386,087 | 6,515,852 |
Long-term debt, net of current portion | 2,779,240 | 2,270,767 |
Finance lease liabilities, net of current portion | 436,132 | 511,086 |
Operating lease liabilities, net of current portion | 400,091 | 217,305 |
Grant repayable, net of current portion | 420,466 | 253,221 |
Total Liabilities | 21,422,016 | 9,768,231 |
Common Stock | ||
Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 57,873,379 shares and 53,772,261 shares, respectively | 57,873 | 53,772 |
Additional paid-in capital | 164,397,468 | 154,730,938 |
Accumulated other comprehensive income | 227,097 | 148,326 |
Accumulated deficit | (167,257,429) | (136,988,636) |
Total VolitionRx Limited Stockholders' Equity (Deficit) | (2,574,991) | 17,944,400 |
Non-controlling interest | (551,971) | (222,295) |
Total Stockholders' Equity (Deficit) | (3,126,962) | 17,722,105 |
Total Liabilities and Stockholders' Equity | $ 18,295,054 | $ 27,490,336 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Issued | 57,873,379 | 53,772,261 |
Common Stock, Shares Outstanding | 57,873,379 | 53,772,261 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Royalty | $ 2,911 | $ 0 |
Service | 92,488 | 0 |
Product | 210,993 | 90,035 |
Total Revenues | 306,392 | 90,035 |
Operating Expenses | ||
Research and development | 14,572,532 | 13,022,411 |
General and administrative | 10,937,686 | 11,676,446 |
Sales and marketing | 6,576,246 | 3,724,257 |
Total Operating Expenses | 32,086,464 | 28,423,114 |
Operating Loss | (31,780,072) | (28,333,079) |
Other Income (Expenses) | ||
Grant income | 1,229,425 | 1,522,533 |
Loss on disposal of fixed assets | 0 | (26,166) |
Interest income | 125,265 | 2,734 |
Interest expense | (173,087) | (155,803) |
Total Other Income | 1,181,603 | 1,343,298 |
Net Loss | (30,598,469) | (26,989,781) |
Net Loss attributable to Non-Controlling Interest | 329,676 | 175,116 |
Net Loss attributable to VolitionRx Limited Stockholders | (30,268,793) | (26,814,665) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustments | 78,771 | 208,304 |
Net Comprehensive Loss | $ (30,519,698) | $ (26,781,477) |
Net Loss Per Share - Basic and Diluted attributable to VolitionRx Limited Stockholders | $ (0.55) | $ (0.51) |
Weighted Average Shares Outstanding | ||
- Basic and Diluted | 55,350,401 | 52,655,885 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Equity (Deficit) - USD ($) | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 48,607,017 | |||||
Balance, amount at Dec. 31, 2020 | $ 16,293,718 | $ 48,607 | $ 126,526,239 | $ (59,978) | $ (110,173,971) | $ (47,179) |
Common stock issued for cashless exercise of stock options, shares | 77,451 | |||||
Common stock issued for cashless exercise of stock options, amount | 0 | $ 77 | (77) | 0 | 0 | 0 |
Common stock issued for settlement of RSUs, shares | 24,712 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 25 | (25) | 0 | 0 | 0 |
Common stock issued in public offerings, net, shares | 5,063,081 | |||||
Common stock issued in public offerings, net, amount | 23,219,644 | $ 5,063 | 23,214,581 | 0 | 0 | 0 |
Tax withholdings paid related to stock-based compensation | (130,426) | 0 | (130,426) | 0 | 0 | 0 |
Stock-based compensation | 2,670,297 | 0 | 2,670,297 | 0 | 0 | 0 |
Stock-based compensation in relation to modification of options | 2,450,349 | 0 | 2,450,349 | 0 | 0 | 0 |
Foreign currency translation | 208,304 | 0 | 0 | 208,304 | 0 | 0 |
Net loss for the Year | (26,989,781) | $ 0 | 0 | 0 | (26,814,665) | (175,116) |
Balance, shares at Dec. 31, 2021 | 53,772,261 | |||||
Balance, amount at Dec. 31, 2021 | 17,722,105 | $ 53,772 | 154,730,938 | 148,326 | (136,988,636) | (222,295) |
Common stock issued for settlement of RSUs, shares | 297,289 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 297 | (297) | 0 | 0 | 0 |
Common stock issued in public offerings, net, shares | 3,803,829 | |||||
Common stock issued in public offerings, net, amount | 6,736,444 | $ 3,804 | 6,732,640 | 0 | 0 | 0 |
Tax withholdings paid related to stock-based compensation | (180,472) | 0 | (180,472) | 0 | 0 | 0 |
Stock-based compensation | 3,114,659 | 0 | 3,114,659 | 0 | 0 | 0 |
Foreign currency translation | 78,771 | 0 | 0 | 78,771 | 0 | 0 |
Net loss for the Year | (30,598,469) | $ 0 | 0 | 0 | (30,268,793) | (329,676) |
Balance, shares at Dec. 31, 2022 | 57,873,379 | |||||
Balance, amount at Dec. 31, 2022 | $ (3,126,962) | $ 57,873 | $ 164,397,468 | $ 227,097 | $ (167,257,429) | $ (551,971) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (30,598,469) | $ (26,989,781) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 936,084 | 945,367 |
Amortization of operating lease right-of-use assets | 253,864 | 199,793 |
Loss on disposal of fixed assets | 0 | 26,166 |
Stock based compensation | 3,114,659 | 2,670,297 |
Stock-based compensation in relation to modification of options | 0 | 2,450,349 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 433,995 | (295,189) |
Accounts receivable | (72,609) | (12,510) |
Other current assets | 351,514 | (202,801) |
Deferred revenue | 9,987,488 | 12,512 |
Accounts payable and accrued liabilities | 548,611 | 522,220 |
Management and directors' fees payable | (184) | 16,129 |
Operating lease liabilities | (232,695) | (196,471) |
Net Cash Used In Operating Activities | (15,277,742) | (20,853,919) |
Investing Activities: | ||
Purchases of property and equipment | (1,570,182) | (973,559) |
Net Cash Used In Investing Activities | (1,570,182) | (973,559) |
Financing Activities: | ||
Net proceeds from issuance of common shares | 6,736,444 | 23,219,644 |
Tax withholdings paid related to stock-based compensation | (180,472) | (130,426) |
Proceeds from grants repayable | 218,445 | 37,631 |
Proceeds from long-term debt | 1,523,098 | 592,423 |
Payments on long-term debt | (1,268,386) | (755,721) |
Payments on grants repayable | (45,664) | (47,789) |
Payments on financing leases | (45,433) | (58,210) |
Net Cash Provided By Financing Activities | 6,938,032 | 22,857,552 |
Effect of foreign exchange on cash and cash equivalents | 195,629 | 106,502 |
Net Change in Cash and Cash Equivalents | (9,714,263) | 1,136,576 |
Cash and Cash Equivalents - Beginning of Year | 20,581,313 | 19,444,737 |
Cash and Cash Equivalents - End of Year | 10,867,050 | 20,581,313 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 173,087 | 155,803 |
Income tax paid | $ 0 | $ 0 |
Non-Cash Financing Activities: | ||
Common Stock issued on exercises of stock options and warrants and settlement of RSUs | 297 | 102 |
Offering costs from issuance of common stock | $ 427,443 | $ 218,459 |
Non-cash Note Payable | $ 620,549 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Operations | |
Nature of Operations | Note 1 - Nature of Operations The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with the Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of “VolitionRX Limited” and the name change became effective on October 11, 2011. On October 7, 2016, the Company amended its Certificate of Incorporation to reflect a name change to “VolitionRx Limited.” On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte. Limited, a Singapore corporation incorporated on August 5, 2010 (“Singapore Volition”), and the shareholders of Singapore Volition. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes and as such, Singapore Volition is regarded as the predecessor of the Company. The number of shares outstanding and per share amounts of the Company have been restated to recognize the foregoing recapitalization. The Company’s principal business objective through its subsidiaries is to develop and bring to market simple, easy to use, cost effective blood tests designed to help diagnose and monitor a range of life-altering diseases, including some cancers and diseases associated with NETosis such as sepsis and COVID-19. The tests are based on the science of Nucleosomics TM |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity and Going Concern Assessment | |
Liquidity and Going Concern Assessment | No te 2 – Liquidity and Go ing Concern Assessment The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”), applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $167.3 million, has negative cash flows from operations, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period at least one year from the date of issuance of these consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain its operations. Management plans to address the above as needed by, (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions; (c) granting licenses and/or distribution rights to third parties in exchange for specified up-front and/or back-end payments, and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and are expressed in US dollars. The Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experiences and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2022 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited and Volition Global Services SRL. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL. Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, Volition Germany GmbH, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC. See Note 10 (f), Commitments and Contingencies – Other Commitments Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of research and development, sales and marketing and general and administrative expenses to be consistent with the current year classification. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2022, and December 31, 2021, the Company had $10,867,050 and $20,581,313, respectively, in cash and cash equivalents. As of December 31, 2022, and December 31, 2021, the Company had $10,079,089 and $19,753,878, respectively, in its domestic accounts in excess of Federal Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $1,725,981 and $134,134, respectively, in its foreign accounts in excess of the Belgian Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $100,601 and $102,514, respectively, in its foreign accounts in excess of the Singapore Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $326,631 and $142,410, respectively, in its foreign accounts in excess of the UK Deposit insured limits. Accounts Receivable Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of December 31, 2022, the accounts receivable balance was $72,609 and the allowance for doubtful accounts was $nil. Property and Equipment Property and equipment are stated at historical cost and depreciated over the useful life of the asset using the straight-line method. Useful lives are assigned to assets depending on their category. For details regarding property and equipment, refer to Note 4. Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share,” Foreign Currency Translation The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions” Fair Value Measurements Pursuant to ASC 820, “ Fair Value Measurements and Disclosures,” Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consists of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Other Comprehensive Income (Loss) ASC 220, “ Other Comprehensive Income/(Loss)”, Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Accounting for Income Taxes” Revenue Recognition The Company adopted ASC 606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented under “Royalty” under the consolidated statements of operations. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the consolidated statements of operations and comprehensive loss. Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the consolidated statements of operations. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Revenue from Heska License Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines. The License Agreement contains additional time-based triggers for the payment of the above-described milestones as well. Any further expansion of the License Agreement to cover other cancer and non-cancer indications is subject to negotiation between the parties. Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is additionally responsible for marketing and distribution efforts and related costs. The License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. Heska also has the option to terminate if it is unable to adapt the Key Components for use on a POC platform. Unless earlier terminated, the License Agreement will continue in effect for an initial term of 22 years for POC and 5 years for Central Lab, with the Central Lab term then continuing on a rolling one-year basis for the POC term. According to ASC Topic 606, “ Revenue from Contracts with Customers In conjunction with the License Agreement, the Company evaluated whether or not the performance obligations granted under the License Agreement were distinct and concluded that they were not distinct as Heska could not benefit from the license without the supply (manufacturing) services. The supply services are highly specialized and are dependent on the supply of the product from the Company. As such, the performance obligations granted under the License Agreement were combined to constitute a single performance obligation and the Company accounts for them as a single contract. During the first quarter of 2022, the Company received a $10.0 million upfront payment under the License Agreement, which is included as deferred revenue on the accompanying consolidated balance sheet as of December 31, 2022. The Company allocated the upfront payment and any milestone payments that were not constrained to the single performance obligation in the contract. The Company expects to recognize the $10.0 million upfront payment and any milestone amounts not constrained under the License Agreement over time using an output method based on Key Components and Kits supplied to Heska. As of December 31, 2022, the remaining $18.0 million in milestone payments under the License Agreement remains constrained and will not begin to be recognized until such amount becomes unconstrained. In determining the transaction price, the Company analyzed the variable consideration and whether or not such variable consideration was constrained. The Company will reassess this variable consideration at each reporting period and adjust the transaction price, if necessary. The total Key Components and Kits that the Company expects to manufacture for Heska over the life of the contract will be a significant judgment in recognizing revenue once the Company begins to supply product to Heska. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts) but have not been recognized as revenue because the related performance obligations are deemed incomplete. As of December 31, 2022, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heska Corporation. As of December 31, 2021, the Company recorded $12,512 as deferred revenue. Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of December 31, 2022. Research and Development In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $14.6 million and $13.0 million during the years ended December 31, 2022 and 2021, respectively. Impairment of Long-Lived Assets In accordance with ASC 360, “Property Plant and Equipment”, Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation” Leases The Company accounts for leases in accordance with ASC Topic 842, “Leases.” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Grant Income The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income and is recorded in accrued liabilities until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the impacts of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions to its clinical trials, including patient enrollment and sample collection delays. Although the Company has taken steps to mitigate the impacts of the COVID-19 pandemic, the extent to which the pandemic will impact its business, financial condition, and results of operations in future periods is highly uncertain and will be affected by a number of factors outside of the Company’s control. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The standard is effective for the Company's fiscal year beginning January 1, 2023, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial position, results of operations, or cash flows. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property And Equipment | Note 4 - Property and Equipment The Company’s property and equipment consist of the following amounts as of December 31, 2022 and December 31, 2021: December 31, 2022 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 656,759 497,306 159,453 Laboratory equipment 5 years 4,190,289 1,951,387 2,238,902 Office furniture and equipment 5 years 358,575 239,436 119,139 Buildings 30 years 2,054,332 298,397 1,755,935 Building improvements 5-15 years 1,317,132 326,337 990,795 Land Not amortized 128,788 - 128,788 8,705,875 3,312,863 5,393,012 December 31, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 599,944 474,169 125,775 Laboratory equipment 5 years 3,032,108 1,434,347 1,597,761 Office furniture and equipment 5 years 293,427 213,244 80,183 Buildings 30 years 2,177,641 243,750 1,933,891 Building improvements 5-15 years 1,293,258 256,309 1,036,949 Land Not amortized 136,518 - 136,518 7,532,896 2,621,819 4,911,077 During the years ended December 31, 2022 and December 31, 2021, the total capital expenditure was $1.6 million and $1.1 million, respectively, the majority of which was from purchases of laboratory equipment. For further details refer to Note 10 (a) for Finance Leases included in Property, Plant and Equipment. During the years ended December 31, 2022 and December 31, 2021, the Company recognized $865,262 and $812,109, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | Note 5 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. December 31, 2022 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,104,103 993,598 110,505 December 31, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,178,135 961,259 216,876 During the years ended December 31, 2022 and December 31, 2021, the Company recognized $75,558 and $91,645, respectively, in amortization expense. The Company amortizes the long-lived assets on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: Remaining Remaining Life Amortization 2023 $ 85,636 2024 $ 24,869 Total Intangible Assets $ 110,505 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2022. The result of this review confirmed that the ongoing value of the patents was not impaired as of December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 6 - Related Party Transactions See Note 7 for common stock issued to related parties and Note 8 for stock options, warrants and RSUs issued to related parties. The Company has agreements with related parties for the purchase of products and consultancy services which are accrued under accruals and management and directors’ fees payable (see consolidated balance sheets). |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
Common Stock | Note 7 - Common Stock As of December 31, 2022, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 57,873,379 and 53,772,261 shares were issued as of December 31, 2022 and December 31, 2021, respectively. 2022 Stock Option Exercises During the year ended December 31, 2022 no shares of common stock were issued pursuant to the exercise of stock options. 2021 Stock Option Exercises During the year ended December 31, 2021 we issued a total of 77,451 shares of common stock from the cashless exercise of options, as follows: Date Stock Incentive Plan Stock Options Price Per Share Shares Issued # $ # January 13 - March 19, 2021 2011 7,634 3.35 948 February 2, 2021 2011 20,000 3.80 6,181 February 8, 2021 2011 15,000 4.00 5,769 February 8, 2021 2015 100,000 5.00 19,446 February 8 - February 9, 2021 2015 85,000 4.00 26,357 February 8, 2021 2015 50,000 3.25 18,750 277,634 77,451 RSU Settlements 2022 During the year ended December 31, 2022 we issued a total of 297,289 shares of common stock from the settlement of RSUs, as follows: Date Restricted Stock Units Vested Price Settled Per Share Shares Issued Shares Withheld for Tax # $ # # March 25, 2022 15,000 3.01 15,000 - April 13, 2022 26,250 2.95 21,712 4,538 May 1, 2022 50,000 2.79 35,000 15,000 August 3, 2022 230,102 1.97 191,992 38,110 September 7, 2022 12,000 1.65 7,038 4,962 October 4, 2022 19,905 1.46 13,022 6,883 November 1, 2022 21,750 1.97 12,344 9,406 December 15, 2022 2,000 1.97 1,181 819 377,007 297,289 79,718 2021 During the year ended December 31, 2021 we issued a total of 24,712 shares of common stock from the settlement of RSUs, as follows: Date Restricted Stock Units Vested Price Settled Per Share Shares Issued Shares Withheld for Tax # $ # # January 20, 2021 5,000 4.10 3,000 2,000 April 21, 2021 26,250 3.44 21,712 4,538 31,250 24,712 6,538 Equity Capital Raises 2022 On July 29, 2022, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 3,450,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option (of 450,000 shares), pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”). Newbridge purchased the shares from the Company at a weighted average price of $1.87 per share. The offering closed on August 2, 2022. The Company received net proceeds of approximately $6.4 million from the offering before deducting offering expenses of $0.2 million paid by the Company. Equity Capital Raises 2021 On February 10, 2021, the Company entered into an underwriting agreement with Cantor Fitzgerald & Co. (“Cantor”) in connection with an underwritten public offering of 3,809,524 shares of the Company’s common stock, pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No. 333-227248) (the “2018 Form S-3”). Cantor purchased the shares from the Company at a price of $4.9533 per share, and elected not to exercise an option to purchase up to an additional 571,428 shares of common stock at the same price per share. The offering closed on February 12, 2021. The Company received net proceeds of approximately $18.9 million from the offering before deducting offering expenses. Equity Distribution Agreements 2022 On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA. As of December 31, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.8 million under the 2022 EDA through the sale of 350,829 shares of common stock, before deducting offering expenses. See Note 11 for additional details regarding the Company’s equity distribution agreements subsequent to December 31, 2022. From January 1, 2022 through May 7, 2022, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $9,500 under the 2021 EDA (as defined below) through the sale of 3,000 shares of its common stock. The Company terminated the 2021 EDA effective May 7, 2022. 2021 On September 24, 2021, the Company entered into an equity distribution agreement (the “2021 EDA”) with Cantor and Oppenheimer & Co. Inc. (“Oppenheimer”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Cantor and Oppenheimer acting as the Company’s agents and/or principals. From the 2021 EDA’s effectiveness on November 8, 2021 through December 31, 2021, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.7 million through the sale of 190,600 shares of its common stock. On November 10, 2020, the Company entered into an equity distribution agreement (the “2020 EDA”) with Cantor and Oppenheimer to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the 2018 Form S-3 through Cantor and Oppenheimer acting as the Company’s agents and/or principals. During the year ended December 31, 2021 (and from inception of the 2020 EDA), the Company raised aggregate net proceeds (net of broker commissions and fees) of $2.7 million under the 2020 EDA through the sale of 754,348 shares of its common stock. The Company terminated the 2020 EDA effective November 8, 2021. On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the “2018 EDA”) with Oppenheimer to sell shares of the Company’s common stock, with an aggregate offering price of up to $10.0 million, from time to time through an “at the market” offering pursuant to the 2018 Form S-3 through Oppenheimer acting as the Company’s agent and/or principal. The Company utilized the 2018 EDA in full during the three months ended March 31, 2021, and raised aggregate net proceeds (net of broker commissions and fees) of approximately $9.7 million under the 2018 EDA since inception through the sale of 2,539,606 shares of its common stock. During the year ended December 31, 2021, the Company raised aggregate net proceeds (net of broker commissions and fees) of $1.2 million under the 2018 EDA through the sale of 308,609 shares of its common stock. 2022 and 2021 Issuances Upon Warrant Exercises For the years ended December 31, 2022 and December 31, 2021 no warrants were exercised. |
StockBased Compensation
StockBased Compensation | 12 Months Ended |
Dec. 31, 2022 | |
StockBased Compensation | |
Stock-based Compensation | No te 8 - Stock-Based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2022 and December 31, 2021: Weighted Average Number of Exercise Price Warrants $ Outstanding at December 31, 2020 175,000 2.75 Granted 310,000 4.52 Exercised - - Expired - - Outstanding at December 31, 2021 485,000 3.88 Granted 54,000 3.05 Exercised - - Expired - - Outstanding at December 31, 2022 539,000 3.80 Exercisable at December 31, 2022 485,000 3.88 2022 Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries. This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share. The Company has calculated the estimated fair market value of this warrant at $80,901, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $2.95, exercise price $3.05, 71.07% volatility, 2.53% risk-free rate, and no forfeiture rate. 2021 Effective January 1, 2021, the Company granted warrants to purchase 125,000 shares of common stock to a Company employee for services to the Company. These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share. The Company has calculated the estimated fair market value of these warrants at $242,877, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.80, exercise price $3.95, 74.53% volatility, 0.50% risk free rate, and no forfeiture rate. Effective February 1, 2021, the Company granted warrants to purchase 185,000 shares of common stock to a Company employee for services to the Company. These warrants vested on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share. The Company has calculated the estimated fair market value of these warrants at $459,352, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $4.80, exercise price $4.90, 75.03% volatility, 0.59% risk free rate, and no forfeiture rate. Below is a table summarizing the warrants issued and outstanding as of December 31, 2022. The warrants outstanding have a weighted average price of $3.80 per share and an aggregate weighted average remaining contractual life of 3.24 years. The warrants exercisable have a weighted average price of $3.88 per share. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Exercised Outstanding Exercisable ($) Life (Years) $ 125,000 125,000 2.47 0.15 308,750 54,000 - 3.05 5.76 164,700 50,000 50,000 3.45 3.17 172,500 125,000 125,000 3.95 4.01 493,750 185,000 185,000 4.90 4.09 906,500 539,000 485,000 2,046,200 Stock-based compensation expense related to warrants of $84,102 and $701,781 was recorded for the years ended December 31, 2022, and December 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $35,812 and is expected to be recognized over a period of 1.26 years. As of December 31, 2022, the total intrinsic value of warrants was $0. b) Options The Company currently has options outstanding under both its 2011 Equity Incentive Plan (the “2011 Plan”) (for option issuances prior to 2016,) and its 2015 Stock Incentive Plan (the “2015 Plan”) (for option issuances commencing in 2016). Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan. The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015. On August 5, 2016, the Board of Directors adopted an amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 1,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on October 7, 2016. On June 13, 2017, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 2,500,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 8, 2017. On June 15, 2018, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 3,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 7, 2018. On March 27, 2019, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,000,000 shares to an aggregate maximum of 4,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 14, 2019. On March 31, 2021, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,750,000 shares to an aggregate maximum of 6,000,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 17, 2021. On April 4, 2022, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,750,000 shares to an aggregate maximum of 7,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 13, 2022. The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Company’s performance, thereby giving them an interest in the success and increased value of the Company. The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole. The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2022 and December 31, 2021: Weighted Average Number of Exercise Price Options $ Outstanding at December 31, 2020 4,278,619 4.00 Granted 1,090,000 3.41 Exercised (277,634 ) 4.19 Expired/Cancelled (63,467 ) 3.64 Outstanding at December 31, 2021 5,027,518 3.87 Granted - - Exercised - - Expired/Cancelled (42,413 ) 3.43 Outstanding at December 31, 2022 4,985,105 3.87 Exercisable at December 31, 2022 4,495,011 3.93 2022 During the year ended December 31, 2022, no options were granted. On August 18, 2022, 2,515 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon the resignation of such employee. On November 18, 2022, 5,000 Options previously granted to an employee on April 13, 2020 were cancelled and returned as authorized shares under the 2015 Plan upon three months following the termination of such employee. On November 18, 2022, 32,383 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon the resignation of such employee. On November 18, 2022, 2,515 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon three months following the termination of such employee. 2021 Effective May 20, 2021, the Company granted stock options to purchase 40,000 shares of common stock to a Company employee in exchange for services provided to the Company. These options vested on May 20, 2022 and were initially scheduled to expire six years after the grant date, with an exercise price of $3.60 per share. The Company extended the expiration date to ten years after the original grant date. The Company has calculated the estimated fair market value of these options at $73,641, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.50, exercise price $3.60, 76.16% volatility, 0.58% risk free rate, and no forfeiture rate. During the year ended December 31, 2021, the Company modified a total of 3,342,518 options to extend their expiration dates to ten years from the original dates of grant. This resulted in $2,450,349 of expense. The following table summarizes the amendments to the expiration dates of various options approved during the year ended December 31, 2021. Except as otherwise noted, the expiration dates for all options in the table below were extended from six years to ten years from the original date of grant. Amendment Equity Incentive Stock Options Grant New Expiration Option Expense Note Date Plan # Date Date $ (i) Jul 14, 2021 2011 292,000 Jul 23, 2015 Jul 23, 2025 442,273 Jul 14, 2021 2011 6,367 Mar 20, 2013 Mar 20, 2023 4,151 Jul 14, 2021 2011 8,151 Sep 2, 2013 Sep 2, 2023 6,009 Sep 21, 2021 2015 335,000 Apr 13, 2020 Apr 13, 2030 163,945 (ii) Sep 21, 2021 2015 89,163 Jan 23, 2018 Jan 23, 2028 24,194 (ii) Sep 21, 2021 2015 308,066 Feb 13, 2017 Feb 13, 2027 127,719 Nov 3, 2021 2015 760,000 Apr 15, 2016 Apr 15, 2026 984,511 Nov 3, 2021 2015 15,000 Jun 23, 2016 Jun 23, 2026 19,582 Nov 3, 2021 2015 50,000 Jan 1, 2017 Jan 1, 2027 32,456 Nov 3, 2021 2015 387,934 Mar 30, 2017 Mar 30, 2027 224,901 Nov 3, 2021 2015 615,837 Jan 23, 2018 Jan 23, 2028 213,646 Dec 8, 2021 2015 425,000 Apr 13, 2020 Apr 13, 2030 180,267 Dec 8, 2021 2015 10,000 Dec 1, 2020 Dec 1, 2030 5,209 Dec 8, 2021 2015 40,000 May 20, 2021 May 20, 2031 21,486 3,342,518 2,450,349 (i) The expiration date of these options were extended from five and a half years to ten years from the original date of grant. (ii) These options were previously amended on December 16, 2019 and amended again on September 21, 2021. Effective September 7, 2021, the Company granted stock options to purchase 50,000 shares of common stock to two employees in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with 25,000 shares vesting on September 7, 2022, and 25,000 shares vesting on September 7, 2023 subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The Company has calculated the estimated fair market value of these options at $98,322, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.32, exercise price $3.40, 68.98% volatility, 1.38% risk free rate, and no forfeiture rate. Effective October 4, 2021, the Company approved the granting of options under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval the Company granted stock options to purchase 73,360 shares of common stock to an employee in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with 36,680 shares vesting on October 4, 2022, and 36,680 shares vesting on October 4, 2023, subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The actual number of options that are eligible for the time-based vesting is contingent upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents. The Company has calculated the estimated fair market value of these options at $128,003, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.04 exercise price $3.40, 68.80% volatility, 1.49% risk free rate, and no forfeiture rate. Below is a table summarizing the options issued and outstanding as of December 31, 2022, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016)and which have a weighted average exercise price of $3.87 per share and an aggregate weighted average remaining contractual life of 5.22 years. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Life Exercised Outstanding Exercisable ($) (Years) $ 635,000 635,000 3.25 2.12 2,063,750 2,717 2,717 3.35 0.67 9,102 1,022,587 532,493 3.40 8.32 3,476,796 795,000 795,000 3.60 6.94 2,862,000 1,682,837 1,682,837 4.00 3.76 6,731,348 11,801 11,801 4.35 0.44 51,334 89,163 89,163 4.38 5.07 390,534 50,000 50,000 4.80 4.01 240,000 696,000 696,000 5.00 4.24 3,480,000 4,985,105 4,495,011 19,304,864 Stock-based compensation expense related to stock options of $1,127,502 and $1,069,605 was recorded for the year ended December 31, 2022 and December 31, 2021 respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $287,363 and is expected to be recognized over a period of 0.76 years. As of December 31, 2022, the total intrinsic value of stock options was $nil. As of December 31, 2022, an aggregate of 417,318 shares of common stock remained available for future issuance under the 2015 Plan. c ) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2022, all of which were issued pursuant to the 2015 Plan. Weighted Average Number of Exercise Price RSUs $ Outstanding at December 31, 2020 67,500 3.47 Granted 789,500 3.33 Vested (31,250 ) 3.55 Cancelled (15,000 ) 3.3 Outstanding at December 31, 2021 810,750 3.33 Granted 1,892,102 1.64 Vested (377,007 ) 3.33 Cancelled (62,937 ) 2.88 Outstanding at December 31, 2022 2,262,908 2.05 2022 Below is a table summarizing the RSUs granted during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. The exception to this is specified in note (iv) which is described in detail below. Equity First Second Third RSU Incentive RSUs Grant Vesting Vesting Vesting Vesting Expense Note Plan # Date Period Date Date Date $ 2015 8,000 Feb 8, 2022 24 Months Feb 8, 2023 Feb 8, 2024 N/A 22,640 2015 30,000 Mar 1, 2022 24 Months Mar 1, 2023 Mar 1, 2024 N/A 84,300 2015 32,000 Apr 4, 2022 24 Months Apr 4, 2023 Apr 4, 2024 N/A 94,400 2015 104,000 Apr 4, 2022 36 Months Apr 4, 2023 Apr 4, 2024 Apr 4, 2025 306,800 2015 33,000 Jun 1, 2022 24 Months Jun 1, 2023 Jun 1, 2024 N/A 80,850 2015 63,102 Aug 15, 2022 24 Months Aug 15, 2023 Aug 15, 2024 N/A 126,835 2015 25,000 Sep 21, 2022 24 Months Sep 21, 2023 Sep 21, 2024 N/A 42,250 (iii) 2015 1,144,000 Oct 4, 2022 36 Months Oct 4, 2023 Oct 4, 2024 Oct 4, 2025 1,670,240 (iv) 2015 450,000 Oct 4, 2022 Up to 42 Months Variable Variable Variable 321,078 (v) 2015 3,000 Nov 29, 2022 36 Months Nov 29, 2023 Nov 29, 2024 Nov 29, 2025 6,450 1,892,102 2,755,843 (iii) These RSUs vest upon the achievement of corporate goals focused around product development and commercialization with further time-based vesting, subject to continued service of the award recipient to the Company through the applicable vesting dates. On October 13, 2022, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals previously established by the Compensation Committee, which resulted in the vesting of the rights with respect to an aggregate of 198,275 RSUs. The RSUs are further subject to a three-year time based vesting schedule, vesting in three equal installments on the dates set forth in the table above, and conditioned upon the recipient’s continued service through the applicable vesting date. On January 12, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain additional corporate goals, which resulted in the vesting of the rights with respect to an aggregate of an additional 424,875 RSUs, subject to the foregoing time-based vesting and conditioned upon the recipient’s continued service through the applicable vesting date. (iv) These RSUs vest upon the share price closing above $5.00 per share for a minimum of ten consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. (v) The Company granted an aggregate of 3,000 RSUs on November 29, 2022 as an employment inducement award. These RSUs are subject to time-based vesting and subject to the continued service of each recipient. Below is a table summarizing the RSUs vested during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Vest Shares Shares Withheld for Plan # Date Issued Taxes 2015 15,000 Mar 25, 2022 15,000 - 2015 26,250 Apr 13, 2022 21,712 4,538 2015 50,000 May 1, 2022 35,000 15,000 2015 230,102 Aug 3, 2022 191,992 38,110 2015 12,000 Sep 7, 2022 7,038 4,962 2015 19,905 Oct 4, 2022 13,022 6,883 2015 21,750 Nov 1, 2022 12,344 9,406 2015 2,000 Dec 15, 2022 1,181 819 377,007 297,289 79,718 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2022, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive RSUs Cancellation RSUs Plan # Date Cancelled 2015 33,000 May 31, 2022 33,000 2015 1,365 Aug 18, 2022 1,365 2015 17,572 Nov 18, 2022 17,572 2015 11,000 Nov 21, 2022 11,000 62,937 62,937 2021 Below is a table summarizing the RSUs granted during the year ended December 31, 2021, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Grant Vesting First Vesting Second Vesting Third Vesting RSU Expense Note Plan # Date Period Date Date Date $ 2015 5,000 Jan 1, 2021 - Jan 1, 2021 N/A N/A 19,450 2015 30,000 Mar 25, 2021 24 Months Mar 25, 2022 Mar 25, 2023 N/A 107,700 2015 150,000 May 1, 2021 36 Months May 1, 2022 May 1, 2023 May 1, 2024 496,500 (i) 2015 460,191 Aug 3, 2021 24 Months Aug 3, 2022 Aug 3, 2023 N/A 1,523,232 2015 38,000 Sep 7, 2021 24 Months Sep 7, 2022 Sep 7, 2023 N/A 126,160 (ii) 2015 39,809 Oct 4, 2021 24 Months Oct 4, 2022 Oct 4, 2023 N/A 121,019 2015 43,500 Nov 1, 2021 24 Months Nov 1, 2022 Nov 1, 2023 N/A 152,685 2015 23,000 Dec 15, 2021 24 Months Dec 15, 2022 Dec 15, 2023 N/A 77,740 789,500 2,624,486 (i) Effective August 3, 2021, the Company approved the granting of RSUs under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval, the Company granted RSUs of 460,191 shares of common stock to various personnel (including directors, executives, members of management and employees of the Company and/or its subsidiaries) in exchange for services provided to the Company and/or its subsidiaries. The actual number of RSUs that are eligible for the time-based vesting is contingent based upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents as well as continued service by the participant through the applicable vesting date. The RSUs eligible for vesting shall vest over two years with up to 230,102 units vesting on August 3, 2022, and up to 230,089 units vesting on August 3, 2023 and will result in total compensation expense of $1,523,232. (ii) Effective October 4, 2021, the Company approved the granting of RSUs under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval, the Company granted RSUs of 39,809 shares of common stock to an employee of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. The actual number of RSUs that are eligible for the time-based vesting is contingent based upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents as well as continued service by the participant through the applicable vesting date. These RSUs vest over two years with 19,905 units vesting on October 4, 2022, and 19,904 units vesting on October 4, 2023, subject to continued service and will result in total compensation expense of $121,019. Below is a table summarizing the RSUs vested during the year ended December 31, 2021, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Vest Plan # Date Shares Issued Shares Withheld for Taxes 2015 5,000 Jan 1, 2021 3,000 2,000 2015 26,250 Apr 13, 2021 21,712 4,538 31,250 24,712 6,538 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2021, all of which were originally issued pursuant to the 2015 Plan. RSUs Equity Incentive Plan # Vest Date RSUs Cancelled 2015 15,000 Dec 31, 2020 15,000 15,000 15,000 Below is a table summarizing the RSUs issued and outstanding as of December 31, 2022 of which the last to vest have a remaining contractual life of 3.26 years. Weighted Average Weighted Average Grant date Remaining Number Fair Value Contractual Life Outstanding $ (Years) 450,000 0.69 3.26 1,133,000 1.46 1.76 25,000 1.69 1.22 63,102 2.01 1.08 3,000 2.15 1.91 33,000 2.45 0.92 30,000 2.81 0.67 8,000 2.83 0.61 136,000 2.95 0.97 19,904 3.04 0.38 311,152 3.31 0.59 12,000 3.32 0.68 2,000 3.38 0.48 21,750 3.51 0.42 15,000 3.59 0.23 2,262,908 Stock-based compensation expense related to RSUs of $1,903,054 and $898,910 was recorded in the years ended December 31, 2022, and December 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $2,214,593. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 9 - Income Taxes The Company has estimated net operating losses for the years ended December 31, 2022 and 2021 of $28.6 million and $24.4 million, respectively, available to offset taxable income in future years. The significant components of deferred income taxes and assets as of December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 Net Deferred Tax Liability $ $ Excess of tax over book depreciation and amortization (46,001 ) (8,330 ) ROU Asset (117,134 ) (28,657 ) Lease Liability 122,279 47,301 Accrued expenses 5,655 1,199 Unrealized Gain/Loss - 103,106 Capitalized research expenses 1,237,122 - Stock-based compensation 321,956 186,252 Net Operating Losses carry-forward 28,556,992 24,390,040 Research and development tax credits 769,317 606,729 Gross deferred tax assets 30,850,186 25,297,640 Valuation allowance (30,850,186 ) (25,297,640 ) Net deferred tax asset - - Change in Valuation Allowance (5,552,546 ) December 31, 2022 December 31, 2021 Summary Rate Reconciliation % % Federal statutory rate 21.0 21.0 State income taxes, net of federal benefit - - Permanent Differences (0.6 ) (4.8 ) Stock based compensation (0.3 ) (0.6 ) Federal Research & Development Credits 0.7 0.5 Foreign taxes (0.1 ) 1.5 Federal Deferred Rate Decrease 0.5 (14.4 ) Change in Valuation Allowance (21.2 ) (3.2 ) Total - - Disclosure Amounts December 31, 2022 Net Operating Losses - United States 35,072,965 Net Operating Losses - Foreign 90,614,447 Credit Carryforward - United States - Credit Carryforward - Foreign 769,317 Increase in Valuation Allowance 5,552,546 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments And Contingencies | Note 10 - Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a real estate capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing May 2031, with implicit interest of 2.62%. As of December 31, 2022, the balance payable was $482,146. In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, maturing January 2022, with implicit interest of 1.35%. The leased equipment is amortized on a straight-line basis over 5 years. As of December 31, 2022, the balance payable was $0. The following is a schedule showing the future minimum lease payments under financing leases by years and the present value of the minimum payments as of December 31, 2022. 2023 $ 57,726 2024 $ 57,725 2025 $ 57,725 2026 $ 57,726 2027 $ 57,726 Greater than 5 years $ 252,534 Total $ 541,162 Less: Amount representing interest $ (59,016 ) Present value of minimum lease payments $ 482,146 b) Operating Lease Right-of-Use Liabilities As of December 31, 2022, operating lease right-of-use assets and liabilities arising from operating leases were $619,392 and $645,254, respectively. During the year ended December 31, 2022, cash paid for amounts included for the measurement of lease liabilities was $245,354 and the Company recorded operating lease expense of $267,434. Our weighted average discount rate is 2.38% and the weighted average remaining lease term is 25 months. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2022. 2023 $ 264,799 2024 $ 164,225 2025 $ 120,209 2026 $ 94,600 2027 $ 25,800 Total Operating Lease Obligations $ 669,633 Less: Amount representing interest $ (24,379 ) Present Value of minimum lease payments $ 645,254 The Company’s office space leases are short term, and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the year ended December 31, 2022, $76,955 was recognized in short-term lease costs associated with the office space leases in Singapore and Nevada. The annual payments remaining for such short-term office leases as of December 31, 2022, were as follows: 2023 $ 27,069 2024 - 2027 $ - Total Operating Lease Liabilities $ 27,069 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1,048,020. Per the terms of the agreement, €314,406 of the grant is to be repaid by installments over the period from June 30, 2014 to June 30, 2023. The Company has recorded the balance of €733,614 to other income in previous years as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received. As of December 31, 2022, the grant balance repayable was $26,831. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000. Per the terms of the agreement, €181,500 of the grant is to be repaid by instalments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of December 31, 2022, the grant balance repayable was $107,280. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000. Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of December 31, 2022, the grant balance repayable was $97,799. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433. Per the terms of the agreement, €278,830 of the grant is to be repaid by instalments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of December 31, 2022, the grant balance repayable was $230,392. As of December 31, 2022, the balance repayable was $462,302 and the annual payments remaining were as follows: 2023 $ 49,283 2024 $ 26,541 2025 $ 34,581 2026 $ 42,026 2027 $ 45,978 Greater than 5 years $ 263,893 Total Grants Repayable $ 462,302 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing December 2023. As of December 31, 2022, the principal balance payable was $82,659. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing December 2031. As of December 31, 2022, the principal balance payable was $188,806. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing September 2024. As of December 31, 2022, €1 million has been drawn down under this agreement and the principal balance payable was $482,954. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with fixed interest rate of 4.00%, maturing June 2022. As of December 31, 2022, the principal balance payable was $0. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with fixed interest rate of 4.80%, maturing September 2024. As of December 31, 2022, the principal balance payable was $279,548. In 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of December 31, 2022, the amount that has been drawn down under this agreement was €707,599, representing a principal balance payable of $759,419. On November 23, 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%, maturing June 2025. As of December 31, 2022, the amount that has been drawn down under this agreement was €450,000, representing a principal balance payable of $442,708. On February 5, 2022 the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $620,549 with fixed interest rate of 3.57%, maturing November 2022. As of December 31, 2022, the principal balance payable was $0. On August 16, 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €1,000,000 with fixed interest rate of 6.00%, maturing July 2026. As of December 31, 2022, the amount that has been drawn down under this agreement was €1,000,000, representing a principal balance payable of $1,073,231. On November 18, 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €500,000 with fixed interest rate of 5.45%, maturing December 2027. As of December 31, 2022, the amount that has been drawn down under this agreement was €500,000, representing a principal balance payable of $536,615. As of December 31, 2022, the total balance for long-term debt payable was $3,845,940 and the payments remaining were as follows: 2023 $ 1,268,528 2024 $ 1,138,227 2025 $ 704,312 2026 $ 480,358 2027 $ 281,602 Greater than 5 years $ 446,799 Total $ 4,319,826 Less: Amount representing interest $ (473,886 ) Total Long-Term Debt $ 3,845,940 e) Collaborative Agreement Obligations In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a 3-year period for a cost to the Company of up to $2.55 million payable over such period. As of December 31, 2022, $510,000 is still to be paid by the Company under this agreement. In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University (“TAMU”) in consideration for the license granted to the Company for a 5-year period for a cost to the Company of up to $400,000 payable over such period. As of December 31, 2022, $0 is still to be paid by the Company under this agreement. In 2020, the Company entered into a research agreement for the bioinformatic analysis of cell-free DNA fragments from whole-genome sequencing with the Hebrew University of Jerusalem for six months for a cost to the Company of €54,879. Subsequently the parties entered into an amendment to the agreement with an additional cost to the Company of €100,236. In the year ended December 31, 2022, the parties entered into agreements for an additional cost to the Company of €39,000. As of December 31, 2022, $23,018 is still to be paid by the Company under the amended agreement. On August 2, 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps (“NETs”) in cancer patients with sepsis for a cost to the Company of $346,787. As of December 31, 2022, $346,787 is still to be paid by the Company under this agreement. As of December 31, 2022, the total amount to be paid for future research and collaboration commitments was approximately $879,805 and the annual payments remaining were as follows: 2023 $ 798,032 2024 - 2027 $ 81,773 Total Collaborative Agreement Obligations $ 879,805 f) Other Commitments Volition Vet On October 25, 2019, the Company entered into an agreement with TAMU for provision of in-kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of December 31, 2022, TAMU has a 12.5 % equity interest in Volition Vet. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”). In connection with the transaction agreement, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. As of December 31, 2022, $210 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $118,055. Volition America On November 3, 2020, the Company entered into a professional services master agreement (the “Master Agreement”) with Diagnostic Oncology CRO, LLC (“DXOCRO”) to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. On August 8, 2022, the Company and DXOCRO amended and restated the Master Agreement to expand the scope of DXOCRO’s consultant services provided thereunder (the “A&R Master Agreement”). The A&R Master Agreement requires DXOCRO to support development and clinical validation studies for the Company’s Nu.Q® product portfolio in the United States, including by conducting large-scale finding studies across multiple sites in the U.S. using Nu.Q® NETs and Nu.Q® Cancer tests to determine clinical utility in sepsis and non-Hodgkin’s lymphoma. The Company anticipates DXOCRO’s services under the agreement will be completed by the end of the third quarter 2023 at a total cost to the Company of up to $4.2 million. The Company’s payment obligations accrue upon delivery of projects under the agreement. The Company may terminate the agreement or any project thereunder upon at least 30 days’ prior written notice. Unless earlier terminated, the A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed. As of December 31, 2022, $ 264,692 is payable under the A&R Master Agreement, and up $3,435,165 may be payable by Company in future periods for services rendered. g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. h) Commitments in Respect of Corporate Goals and Performance-Based Awards In August 2021 and October 2021, the Compensation Committee of the Board of Directors approved the granting of equity-based awards under the 2015 Plan as well as cash bonuses, vesting upon achievement of certain corporate goals focused around product development and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. On June 23, 2022, the Compensation Committee of the Board of Directors approved the achievement of all of the remaining outstanding corporate goals related to the awards in August 2021 and October 2021 resulting in the payment of the cash bonus awards and the vesting of the remaining rights to the equity-based awards, which equity-based awards remain subject to time-based vesting in equal installments on each of August 3, 2022 and August 3, 2023 (with the exception of October 4, 2022 and October 4, 2023 for one award) and the continuous service of the award recipient through the applicable vesting date. As of December 31, 2022, the Company has paid compensation expense of $737,137 in relation to the July 1, 2022 specified corporate goals based on the actual outcomes related to the prescribed performance targets. In October 2022, the Compensation Committee of the Board of Directors approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around product development, manufacturing, financing and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. Conditional upon the achievement by January 1, 2023 and July 1, 2023 of all specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients. As of December 31, 2022, the Company has accrued compensation expense of $905,856 in relation to the January 1, 2023 and July 1, 2023 specified corporate goals based on the actual outcomes related to the prescribed performance targets. As discussed in detail in Note 8, - Stock-Based Compensation, As of December 31, 2022, the Company has recognized compensation expense of $969,593 in relation to the options vested in 2022 and $630,863 in relation to the options that will vest in 2023. The Company has unrecognized compensation expense of $270,550 to such stock options, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Amortised Amortised Un-Amortised Award 2022 2021 2023 $ $ $ $ 969,593 580,411 389,182 - 630,863 450,090 180,773 270,550 h) Commitments in Respect of Corporate Goals and Performance-Based Awards (continued) As of December 31, 2022, the Company has recognized compensation expense of $822,149 in relation to the RSUs fully vested in 2022 and $530,930 in relation to RSUs that will vest in 2023. The Company has unrecognized compensation expense of $228,491 to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Amortised Amortised Un-Amortised Award 2022 2021 2023 $ $ $ $ 822,149 493,207 328,942 - 530,930 379,191 151,739 228,491 As of December 31, 2022, the Company has recognized total compensation expense of $245,861 of which $134,087 in relation to RSUs that will vest in 2023, $65,088 in relation to RSUs that will vest in 2024, and $46,686 in relation to RSUs that will vest in 2025. The Company has unrecognized compensation expense of $1,408,319 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Vesting Amortised Year 2022 Un-Amortised $ $ 2023 134,087 417,327 2024 65,088 470,244 2025 46,686 520,748 245,861 1,408,319 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 11 - Subsequent Events Common Stock Issuances and Repurchases From January 1 to January 19, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $656,000 under the 2022 EDA through the sale of 279,703 shares of its common stock. No additional shares have been sold under the 2022 EDA through March 8, 2023. On January 5, 2023, the Company purchased from a former officer 13,264 shares of its common stock at $2.39 per share, for a total cost to the Company of $31,772.66. These shares were subsequently retired. RSU Vesting On January 12, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals established by the Compensation Committee on October 4, 2022, which resulted in the vesting of rights with respect to an aggregate of 424,875 RSUs. The RSUs are further subject to a 3-year time based vesting schedule, vesting in three equal installments on each of October 4, 2023, October 4, 2024 and October 4, 2025, respectively, and conditioned upon the recipient’s continued service through the applicable vesting date. On February 8, 2023, 4,000 RSUs previously granted to an employee vested and resulted in the issuance of 2,369 shares of common stock and the remaining 1,631 shares of common stock were withheld as taxes and returned to the 2015 Plan. On March 1, 2023, 15,000 RSUs previously granted to employees vested and resulted in the issuance of 9,609 shares of common stock. An aggregate of 5,391 shares of common stock were withheld as taxes and returned to the 2015 Plan. Capital Raise On February 17, 2023, the Company entered into an underwriting agreement with Newbridge in connection with an underwritten public offering of 4,945,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the Company’s 2021 Form S-3. Newbridge purchased the shares from the Company at a price of $1.6275 per share. The offering closed on February 22, 2023. The Company received net proceeds of approximately $8.0 million from the offering before deducting offering expenses payable by the Company. Commercial Product Launches On January 12, 2023, the Company announced the availability of its Nu.Q® Vet Cancer Test through the IDEXX Laboratories, Inc. reference laboratory network in the U.S. On February 16, 2023, the Company announced that its Nu.Q® Vet Cancer Test was available for pre-order to veterinarians at the point of care through Heska. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis Of Presentation | The consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and are expressed in US dollars. The Company’s fiscal year end is December 31. |
Use Of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experiences and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. |
Principles Of Consolidation | The accompanying consolidated financial statements for the year ended December 31, 2022 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited and Volition Global Services SRL. Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL. Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited, Volition America, Inc, Volition Germany GmbH, and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC. See Note 10 (f), Commitments and Contingencies – Other Commitments |
Cash And Cash Equivalents | The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, 2022, and December 31, 2021, the Company had $10,867,050 and $20,581,313, respectively, in cash and cash equivalents. As of December 31, 2022, and December 31, 2021, the Company had $10,079,089 and $19,753,878, respectively, in its domestic accounts in excess of Federal Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $1,725,981 and $134,134, respectively, in its foreign accounts in excess of the Belgian Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $100,601 and $102,514, respectively, in its foreign accounts in excess of the Singapore Deposit insured limits. As of December 31, 2022, and December 31, 2021, the Company had $326,631 and $142,410, respectively, in its foreign accounts in excess of the UK Deposit insured limits. |
Accounts Receivables | Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of December 31, 2022, the accounts receivable balance was $72,609 and the allowance for doubtful accounts was $nil. |
Property and Equipment | Property and equipment are stated at historical cost and depreciated over the useful life of the asset using the straight-line method. Useful lives are assigned to assets depending on their category. For details regarding property and equipment, refer to Note 4. |
Basic And Diluted Net Loss Per Share | The Company computes net loss per share in accordance with Accounting Standards Codification (“ASC”) 260, “Earnings Per Share,” |
Foreign Currency Translation | The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions” |
Financial Instruments | Pursuant to ASC 820, “ Fair Value Measurements and Disclosures,” Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consists of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Other Comprehensive Income (Loss) | ASC 220, “ Other Comprehensive Income/(Loss)”, |
Income Taxes | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Accounting for Income Taxes” |
Revenue Recognition | The Company adopted ASC 606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented under “Royalty” under the consolidated statements of operations. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the consolidated statements of operations and comprehensive loss. Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the consolidated statements of operations. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Revenue from Heska License Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines. The License Agreement contains additional time-based triggers for the payment of the above-described milestones as well. Any further expansion of the License Agreement to cover other cancer and non-cancer indications is subject to negotiation between the parties. Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is additionally responsible for marketing and distribution efforts and related costs. The License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. Heska also has the option to terminate if it is unable to adapt the Key Components for use on a POC platform. Unless earlier terminated, the License Agreement will continue in effect for an initial term of 22 years for POC and 5 years for Central Lab, with the Central Lab term then continuing on a rolling one-year basis for the POC term. According to ASC Topic 606, “ Revenue from Contracts with Customers In conjunction with the License Agreement, the Company evaluated whether or not the performance obligations granted under the License Agreement were distinct and concluded that they were not distinct as Heska could not benefit from the license without the supply (manufacturing) services. The supply services are highly specialized and are dependent on the supply of the product from the Company. As such, the performance obligations granted under the License Agreement were combined to constitute a single performance obligation and the Company accounts for them as a single contract. During the first quarter of 2022, the Company received a $10.0 million upfront payment under the License Agreement, which is included as deferred revenue on the accompanying consolidated balance sheet as of December 31, 2022. The Company allocated the upfront payment and any milestone payments that were not constrained to the single performance obligation in the contract. The Company expects to recognize the $10.0 million upfront payment and any milestone amounts not constrained under the License Agreement over time using an output method based on Key Components and Kits supplied to Heska. As of December 31, 2022, the remaining $18.0 million in milestone payments under the License Agreement remains constrained and will not begin to be recognized until such amount becomes unconstrained. In determining the transaction price, the Company analyzed the variable consideration and whether or not such variable consideration was constrained. The Company will reassess this variable consideration at each reporting period and adjust the transaction price, if necessary. The total Key Components and Kits that the Company expects to manufacture for Heska over the life of the contract will be a significant judgment in recognizing revenue once the Company begins to supply product to Heska. |
Deferred Revenue (contract Liabilities) And Contract Assets | Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts) but have not been recognized as revenue because the related performance obligations are deemed incomplete. As of December 31, 2022, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to a licensing and product supply agreement with Heska Corporation. As of December 31, 2021, the Company recorded $12,512 as deferred revenue. Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of December 31, 2022. |
Research And Development | In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $14.6 million and $13.0 million during the years ended December 31, 2022 and 2021, respectively. |
Impairment of Long-Lived Assets | In accordance with ASC 360, “Property Plant and Equipment”, |
Stock-based Compensation | The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation” |
Leases | The Company accounts for leases in accordance with ASC Topic 842, “Leases.” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. |
Covid-19 Pandemic Impact | As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the impacts of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions to its clinical trials, including patient enrollment and sample collection delays. Although the Company has taken steps to mitigate the impacts of the COVID-19 pandemic, the extent to which the pandemic will impact its business, financial condition, and results of operations in future periods is highly uncertain and will be affected by a number of factors outside of the Company’s control. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. |
Recent Accounting Pronouncements | The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income and is recorded in accrued liabilities until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The standard is effective for the Company's fiscal year beginning January 1, 2023, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial position, results of operations, or cash flows. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Schedule Of Property And Equipment | December 31, 2022 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 656,759 497,306 159,453 Laboratory equipment 5 years 4,190,289 1,951,387 2,238,902 Office furniture and equipment 5 years 358,575 239,436 119,139 Buildings 30 years 2,054,332 298,397 1,755,935 Building improvements 5-15 years 1,317,132 326,337 990,795 Land Not amortized 128,788 - 128,788 8,705,875 3,312,863 5,393,012 December 31, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 599,944 474,169 125,775 Laboratory equipment 5 years 3,032,108 1,434,347 1,597,761 Office furniture and equipment 5 years 293,427 213,244 80,183 Buildings 30 years 2,177,641 243,750 1,933,891 Building improvements 5-15 years 1,293,258 256,309 1,036,949 Land Not amortized 136,518 - 136,518 7,532,896 2,621,819 4,911,077 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
Schedule Of share issued from the cashless exercise of options | Date Stock Incentive Plan Stock Options Price Per Share Shares Issued # $ # January 13 - March 19, 2021 2011 7,634 3.35 948 February 2, 2021 2011 20,000 3.80 6,181 February 8, 2021 2011 15,000 4.00 5,769 February 8, 2021 2015 100,000 5.00 19,446 February 8 - February 9, 2021 2015 85,000 4.00 26,357 February 8, 2021 2015 50,000 3.25 18,750 277,634 77,451 |
Schedule Of share issued from the settlement of RSUs | Date Restricted Stock Units Vested Price Settled Per Share Shares Issued Shares Withheld for Tax # $ # # March 25, 2022 15,000 3.01 15,000 - April 13, 2022 26,250 2.95 21,712 4,538 May 1, 2022 50,000 2.79 35,000 15,000 August 3, 2022 230,102 1.97 191,992 38,110 September 7, 2022 12,000 1.65 7,038 4,962 October 4, 2022 19,905 1.46 13,022 6,883 November 1, 2022 21,750 1.97 12,344 9,406 December 15, 2022 2,000 1.97 1,181 819 377,007 297,289 79,718 Date Restricted Stock Units Vested Price Settled Per Share Shares Issued Shares Withheld for Tax # $ # # January 20, 2021 5,000 4.10 3,000 2,000 April 21, 2021 26,250 3.44 21,712 4,538 31,250 24,712 6,538 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule Of Intangible Assets | December 31, 2022 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,104,103 993,598 110,505 December 31, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,178,135 961,259 216,876 |
Schedule Of Annual Estimated Amortization | Remaining Remaining Life Amortization 2023 $ 85,636 2024 $ 24,869 Total Intangible Assets $ 110,505 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
StockBased Compensation | |
Summary Of Changes In Warrants Outstanding | Weighted Average Number of Exercise Price Warrants $ Outstanding at December 31, 2020 175,000 2.75 Granted 310,000 4.52 Exercised - - Expired - - Outstanding at December 31, 2021 485,000 3.88 Granted 54,000 3.05 Exercised - - Expired - - Outstanding at December 31, 2022 539,000 3.80 Exercisable at December 31, 2022 485,000 3.88 |
Summarizing The Warrants Issued And Outstanding | Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Exercised Outstanding Exercisable ($) Life (Years) $ 125,000 125,000 2.47 0.15 308,750 54,000 - 3.05 5.76 164,700 50,000 50,000 3.45 3.17 172,500 125,000 125,000 3.95 4.01 493,750 185,000 185,000 4.90 4.09 906,500 539,000 485,000 2,046,200 |
Summarizes The Changes In Options Outstanding | Weighted Average Number of Exercise Price Options $ Outstanding at December 31, 2020 4,278,619 4.00 Granted 1,090,000 3.41 Exercised (277,634 ) 4.19 Expired/Cancelled (63,467 ) 3.64 Outstanding at December 31, 2021 5,027,518 3.87 Granted - - Exercised - - Expired/Cancelled (42,413 ) 3.43 Outstanding at December 31, 2022 4,985,105 3.87 Exercisable at December 31, 2022 4,495,011 3.93 |
Summarizing The Options Issued And Outstanding | Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Life Exercised Outstanding Exercisable ($) (Years) $ 635,000 635,000 3.25 2.12 2,063,750 2,717 2,717 3.35 0.67 9,102 1,022,587 532,493 3.40 8.32 3,476,796 795,000 795,000 3.60 6.94 2,862,000 1,682,837 1,682,837 4.00 3.76 6,731,348 11,801 11,801 4.35 0.44 51,334 89,163 89,163 4.38 5.07 390,534 50,000 50,000 4.80 4.01 240,000 696,000 696,000 5.00 4.24 3,480,000 4,985,105 4,495,011 19,304,864 |
Summarizing The Rsus Issued And Outstanding Maturity Life | Weighted Average Number of Exercise Price RSUs $ Outstanding at December 31, 2020 67,500 3.47 Granted 789,500 3.33 Vested (31,250 ) 3.55 Cancelled (15,000 ) 3.3 Outstanding at December 31, 2021 810,750 3.33 Granted 1,892,102 1.64 Vested (377,007 ) 3.33 Cancelled (62,937 ) 2.88 Outstanding at December 31, 2022 2,262,908 2.05 |
summarizing the RSUs issued and outstanding | Weighted Average Weighted Average Grant date Remaining Number Fair Value Contractual Life Outstanding $ (Years) 450,000 0.69 3.26 1,133,000 1.46 1.76 25,000 1.69 1.22 63,102 2.01 1.08 3,000 2.15 1.91 33,000 2.45 0.92 30,000 2.81 0.67 8,000 2.83 0.61 136,000 2.95 0.97 19,904 3.04 0.38 311,152 3.31 0.59 12,000 3.32 0.68 2,000 3.38 0.48 21,750 3.51 0.42 15,000 3.59 0.23 2,262,908 |
Summary of Amendments to Expiration Dates of Options | Amendment Equity Incentive Stock Options Grant New Expiration Option Expense Note Date Plan # Date Date $ (i) Jul 14, 2021 2011 292,000 Jul 23, 2015 Jul 23, 2025 442,273 Jul 14, 2021 2011 6,367 Mar 20, 2013 Mar 20, 2023 4,151 Jul 14, 2021 2011 8,151 Sep 2, 2013 Sep 2, 2023 6,009 Sep 21, 2021 2015 335,000 Apr 13, 2020 Apr 13, 2030 163,945 (ii) Sep 21, 2021 2015 89,163 Jan 23, 2018 Jan 23, 2028 24,194 (ii) Sep 21, 2021 2015 308,066 Feb 13, 2017 Feb 13, 2027 127,719 Nov 3, 2021 2015 760,000 Apr 15, 2016 Apr 15, 2026 984,511 Nov 3, 2021 2015 15,000 Jun 23, 2016 Jun 23, 2026 19,582 Nov 3, 2021 2015 50,000 Jan 1, 2017 Jan 1, 2027 32,456 Nov 3, 2021 2015 387,934 Mar 30, 2017 Mar 30, 2027 224,901 Nov 3, 2021 2015 615,837 Jan 23, 2018 Jan 23, 2028 213,646 Dec 8, 2021 2015 425,000 Apr 13, 2020 Apr 13, 2030 180,267 Dec 8, 2021 2015 10,000 Dec 1, 2020 Dec 1, 2030 5,209 Dec 8, 2021 2015 40,000 May 20, 2021 May 20, 2031 21,486 3,342,518 2,450,349 |
Schedule of RSUs granted during period | Equity First Second Third RSU Incentive RSUs Grant Vesting Vesting Vesting Vesting Expense Note Plan # Date Period Date Date Date $ 2015 8,000 Feb 8, 2022 24 Months Feb 8, 2023 Feb 8, 2024 N/A 22,640 2015 30,000 Mar 1, 2022 24 Months Mar 1, 2023 Mar 1, 2024 N/A 84,300 2015 32,000 Apr 4, 2022 24 Months Apr 4, 2023 Apr 4, 2024 N/A 94,400 2015 104,000 Apr 4, 2022 36 Months Apr 4, 2023 Apr 4, 2024 Apr 4, 2025 306,800 2015 33,000 Jun 1, 2022 24 Months Jun 1, 2023 Jun 1, 2024 N/A 80,850 2015 63,102 Aug 15, 2022 24 Months Aug 15, 2023 Aug 15, 2024 N/A 126,835 2015 25,000 Sep 21, 2022 24 Months Sep 21, 2023 Sep 21, 2024 N/A 42,250 (iii) 2015 1,144,000 Oct 4, 2022 36 Months Oct 4, 2023 Oct 4, 2024 Oct 4, 2025 1,670,240 (iv) 2015 450,000 Oct 4, 2022 Up to 42 Months Variable Variable Variable 321,078 (v) 2015 3,000 Nov 29, 2022 36 Months Nov 29, 2023 Nov 29, 2024 Nov 29, 2025 6,450 1,892,102 2,755,843 Equity Incentive RSUs Grant Vesting First Vesting Second Vesting Third Vesting RSU Expense Note Plan # Date Period Date Date Date $ 2015 5,000 Jan 1, 2021 - Jan 1, 2021 N/A N/A 19,450 2015 30,000 Mar 25, 2021 24 Months Mar 25, 2022 Mar 25, 2023 N/A 107,700 2015 150,000 May 1, 2021 36 Months May 1, 2022 May 1, 2023 May 1, 2024 496,500 (i) 2015 460,191 Aug 3, 2021 24 Months Aug 3, 2022 Aug 3, 2023 N/A 1,523,232 2015 38,000 Sep 7, 2021 24 Months Sep 7, 2022 Sep 7, 2023 N/A 126,160 (ii) 2015 39,809 Oct 4, 2021 24 Months Oct 4, 2022 Oct 4, 2023 N/A 121,019 2015 43,500 Nov 1, 2021 24 Months Nov 1, 2022 Nov 1, 2023 N/A 152,685 2015 23,000 Dec 15, 2021 24 Months Dec 15, 2022 Dec 15, 2023 N/A 77,740 789,500 2,624,486 |
Schedule of RSUs vested during period | Equity Incentive RSUs Vest Shares Shares Withheld for Plan # Date Issued Taxes 2015 15,000 Mar 25, 2022 15,000 - 2015 26,250 Apr 13, 2022 21,712 4,538 2015 50,000 May 1, 2022 35,000 15,000 2015 230,102 Aug 3, 2022 191,992 38,110 2015 12,000 Sep 7, 2022 7,038 4,962 2015 19,905 Oct 4, 2022 13,022 6,883 2015 21,750 Nov 1, 2022 12,344 9,406 2015 2,000 Dec 15, 2022 1,181 819 377,007 297,289 79,718 Equity Incentive RSUs Vest Plan # Date Shares Issued Shares Withheld for Taxes 2015 5,000 Jan 1, 2021 3,000 2,000 2015 26,250 Apr 13, 2021 21,712 4,538 31,250 24,712 6,538 |
Schedule of RSUs cancelled during period | Equity Incentive RSUs Cancellation RSUs Plan # Date Cancelled 2015 33,000 May 31, 2022 33,000 2015 1,365 Aug 18, 2022 1,365 2015 17,572 Nov 18, 2022 17,572 2015 11,000 Nov 21, 2022 11,000 62,937 62,937 RSUs Equity Incentive Plan # Vest Date RSUs Cancelled 2015 15,000 Dec 31, 2020 15,000 15,000 15,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Shedule of components of deferred income taxes and assets | December 31, 2022 December 31, 2021 Net Deferred Tax Liability $ $ Excess of tax over book depreciation and amortization (46,001 ) (8,330 ) ROU Asset (117,134 ) (28,657 ) Lease Liability 122,279 47,301 Accrued expenses 5,655 1,199 Unrealized Gain/Loss - 103,106 Capitalized research expenses 1,237,122 - Stock-based compensation 321,956 186,252 Net Operating Losses carry-forward 28,556,992 24,390,040 Research and development tax credits 769,317 606,729 Gross deferred tax assets 30,850,186 25,297,640 Valuation allowance (30,850,186 ) (25,297,640 ) Net deferred tax asset - - Change in Valuation Allowance (5,552,546 ) December 31, 2022 December 31, 2021 Summary Rate Reconciliation % % Federal statutory rate 21.0 21.0 State income taxes, net of federal benefit - - Permanent Differences (0.6 ) (4.8 ) Stock based compensation (0.3 ) (0.6 ) Federal Research & Development Credits 0.7 0.5 Foreign taxes (0.1 ) 1.5 Federal Deferred Rate Decrease 0.5 (14.4 ) Change in Valuation Allowance (21.2 ) (3.2 ) Total - - Disclosure Amounts December 31, 2022 Net Operating Losses - United States 35,072,965 Net Operating Losses - Foreign 90,614,447 Credit Carryforward - United States - Credit Carryforward - Foreign 769,317 Increase in Valuation Allowance 5,552,546 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Schedule Of Future Minimum Lease Payments Under Financing Leases | 2023 $ 57,726 2024 $ 57,725 2025 $ 57,725 2026 $ 57,726 2027 $ 57,726 Greater than 5 years $ 252,534 Total $ 541,162 Less: Amount representing interest $ (59,016 ) Present value of minimum lease payments $ 482,146 |
Schedule Of Future Minimum Lease Payments Under Operating Leases | 2023 $ 264,799 2024 $ 164,225 2025 $ 120,209 2026 $ 94,600 2027 $ 25,800 Total Operating Lease Obligations $ 669,633 Less: Amount representing interest $ (24,379 ) Present Value of minimum lease payments $ 645,254 |
Schedule Of Recognized In Short-term Lease Costs | 2023 $ 27,069 2024 - 2027 $ - Total Operating Lease Liabilities $ 27,069 |
Schedule Of Grants Repayable | 2023 $ 49,283 2024 $ 26,541 2025 $ 34,581 2026 $ 42,026 2027 $ 45,978 Greater than 5 years $ 263,893 Total Grants Repayable $ 462,302 |
Schedule Of Long-term Debt Payable | 2023 $ 1,268,528 2024 $ 1,138,227 2025 $ 704,312 2026 $ 480,358 2027 $ 281,602 Greater than 5 years $ 446,799 Total $ 4,319,826 Less: Amount representing interest $ (473,886 ) Total Long-Term Debt $ 3,845,940 |
Schedule of annual payments Of Collaborative Agreement Obligations | 2023 $ 798,032 2024 - 2027 $ 81,773 Total Collaborative Agreement Obligations $ 879,805 |
Schedule of outcomes related to the prescribed performance targets | Total Amortised Amortised Un-Amortised Award 2022 2021 2023 $ $ $ $ 969,593 580,411 389,182 - 630,863 450,090 180,773 270,550 Total Amortised Amortised Un-Amortised Award 2022 2021 2023 $ $ $ $ 822,149 493,207 328,942 - 530,930 379,191 151,739 228,491 Vesting Amortised Year 2022 Un-Amortised $ $ 2023 134,087 417,327 2024 65,088 470,244 2025 46,686 520,748 245,861 1,408,319 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Liquidity and Going Concern Assessment | |
Net Loss Since Inception | $ 167.3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 10,867,050 | $ 20,581,313 |
Terms of license Agreement | Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines | |
Initial term for POC | 22 years | |
Initial term for Central Lab | 5 years | |
Upfront payment | $ 10,000,000 | |
Milestone amount recognized | 18,000,000 | |
Amount in excess of FDIC limit | 10,079,089 | 19,753,878 |
Accumulated other comprehensive loss | 227,097 | 148,326 |
Research and development expenses | 14,600,000 | 13,000,000 |
Impairment losses | 0 | 0 |
Accounts receivable | 72,609 | 12,510 |
Deferred revenue | $ 10,000,000 | $ 12,512,000,000 |
Warrants And Options [Member] | ||
Potentially dilutive securities excluded from the computation of EPS | 7,787,013 | 6,323,268 |
Belgian Deposit Guarantee [Member] | ||
Deposits/cash in excess of insured limits | $ 1,725,981 | $ 134,134 |
Singapore Deposit Insurance [Member] | ||
Deposits/cash in excess of insured limits | 100,601 | 102,514 |
UK Deposit Protection Scheme [Member] | ||
Deposits/cash in excess of insured limits | $ 326,631 | $ 142,410 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost | $ 8,705,875 | $ 7,532,896 |
Accumulated Depreciation | 3,312,863 | 2,621,819 |
Net Carrying Value | 5,393,012 | 4,911,077 |
Land [Member] | ||
Cost | 128,788 | 136,518 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | 128,788 | 136,518 |
Computer Hardware And Software [Member] | ||
Cost | 656,759 | 599,944 |
Accumulated Depreciation | 497,306 | 474,169 |
Net Carrying Value | $ 159,453 | $ 125,775 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 4,190,289 | $ 3,032,108 |
Accumulated Depreciation | 1,951,387 | 1,434,347 |
Net Carrying Value | $ 2,238,902 | $ 1,597,761 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 358,575 | $ 293,427 |
Accumulated Depreciation | 239,436 | 213,244 |
Net Carrying Value | $ 119,139 | $ 80,183 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 2,054,332 | $ 2,177,641 |
Accumulated Depreciation | 298,397 | 243,750 |
Net Carrying Value | $ 1,755,935 | $ 1,933,891 |
Useful Life | 30 years | 30 years |
Building Improvements [Member] | ||
Cost | $ 1,317,132 | $ 1,293,258 |
Accumulated Depreciation | 326,337 | 256,309 |
Net Carrying Value | $ 990,795 | $ 1,036,949 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | ||
Depreciation Expense | $ 865,262 | $ 812,109 |
Capital expenditure | $ 1,600,000 | $ 1,100,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net Carrying Value | $ 110,505 | $ 216,876 |
Patents [Member] | ||
Cost | 1,104,103 | 1,178,135 |
Accumulated Amortization | 993,598 | 961,259 |
Net Carrying Value | $ 110,505 | $ 216,876 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets | ||
2023 | $ 85,636 | |
2024 | 24,869 | |
Total Intangible Assets | $ 110,505 | $ 216,876 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization Expense | $ 75,558 | $ 91,645 |
Minimum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 8 years | |
Maximum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 20 years |
Income Taxes (Details)
Income Taxes (Details) - Net Deferred Tax Assets [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net deferred tax Assets | ||
Excess of tax over book depreciation and amortization | $ (46,001) | $ (8,330) |
ROU Asset | (117,134) | (28,657) |
Lease Liability | 122,279 | 47,301 |
Accrued expenses | 5,655 | 1,199 |
Unrealized Gain/Loss | 103,106 | |
Capitalized research expenses | 1,237,122 | 0 |
Stock-based compensation | 321,956 | 186,252 |
Net Operating Losses carry-forward | 28,556,992 | 24,390,040 |
Research and development tax credits | 769,317 | 606,729 |
Gross deferred tax assets | 30,850,186 | 25,297,640 |
Valuation allowance | (30,850,186) | (25,297,640) |
Net deferred tax asset | 0 | $ 0 |
Change in Valuation Allowance | $ (5,552,546) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Rate Reconciliation | ||
Federal statutory rate | 21% | 21% |
State income taxes, net of federal benefit | 0% | 0% |
Permanent Differences | (0.60%) | (4.80%) |
Stock based compensation | (0.30%) | (0.60%) |
Federal Research & Development Credits | 0.70% | 0.50% |
Foreign taxes | (0.10%) | 1.50% |
Federal Deferred Rate Decrease | 0.50% | (14.40%) |
Change in Valuation Allowance | (21.20%) | (3.20%) |
Total | 0% | 0% |
Income Taxes (Details 2)
Income Taxes (Details 2) | Dec. 31, 2022 USD ($) |
Increase in Valuation Allowance | $ 5,552,546 |
United States [Member] | |
Net Operating Losses | 35,072,965 |
Credit Carryforward | 0 |
Foreign [Member] | |
Net Operating Losses | 90,614,447 |
Credit Carryforward | $ 769,317 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Net operating losses | $ 2,860 | $ 2,440 |
Common Stock (Details)
Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Issued | 24,712 | |
Restricted Stock Units Vested | 31,250 | |
Shares Withheld for Tax | 6,538 | |
Stock Option Exercises [Member] | ||
Common stock, share issued upon cashless exercise | 277,634 | |
Shares Issued | 297,289 | 77,451 |
Restricted Stock Units Vested | 377,007 | |
Shares Withheld for Tax | 79,718 | |
February 8, 2021 | Stock Option Exercises Two [Member] | ||
Common stock, share issued upon cashless exercise | 100,000 | |
Shares Issued | 19,446 | |
Stock Incentive Plan | 2015 | |
Price per shares | $ 5 | |
February 8, 2021 | Stock Option Exercises [Member] | ||
Common stock, share issued upon cashless exercise | 50,000 | |
Shares Issued | 18,750 | |
Stock Incentive Plan | 2015 | |
Price per shares | $ 3.25 | |
February 8, 2021 | Stock Option Exercises 1 [Member] | ||
Common stock, share issued upon cashless exercise | 15,000 | |
Shares Issued | 5,769 | |
Stock Incentive Plan | 2011 | |
Price per shares | $ 4 | |
February 8 - February 9, 2021 | Stock Option Exercises [Member] | ||
Common stock, share issued upon cashless exercise | 85,000 | |
Shares Issued | 26,357 | |
Stock Incentive Plan | 2015 | |
Price per shares | $ 4 | |
January 13 - March 19, 2021 | Stock Option Exercises [Member] | ||
Common stock, share issued upon cashless exercise | 7,634 | |
Shares Issued | 948 | |
Stock Incentive Plan | 2011 | |
Price per shares | $ 3.35 | |
February 2, 2021 | Stock Option Exercises [Member] | ||
Common stock, share issued upon cashless exercise | 20,000 | |
Shares Issued | 6,181 | |
Stock Incentive Plan | 2011 | |
Price per shares | $ 3.80 | |
March 25, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 15,000 | |
Price per shares | $ 3.01 | |
Restricted Stock Units Vested | 15,000 | |
Shares Withheld for Tax | 0 | |
April 13, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 21,712 | |
Price per shares | $ 2.95 | |
Restricted Stock Units Vested | 26,250 | |
Shares Withheld for Tax | 4,538 | |
May 1, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 35,000 | |
Price per shares | $ 2.79 | |
Restricted Stock Units Vested | 50,000 | |
Shares Withheld for Tax | 15,000 | |
August 3, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 191,992 | |
Price per shares | $ 1.97 | |
Restricted Stock Units Vested | 230,102 | |
Shares Withheld for Tax | 38,110 | |
September 7, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 7,038 | |
Price per shares | $ 1.65 | |
Restricted Stock Units Vested | 12,000 | |
Shares Withheld for Tax | 4,962 | |
October 4, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 13,022 | |
Price per shares | $ 1.46 | |
Restricted Stock Units Vested | 19,905 | |
Shares Withheld for Tax | 6,883 | |
November 1, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 12,344 | |
Price per shares | $ 1.97 | |
Restricted Stock Units Vested | 21,750 | |
Shares Withheld for Tax | 9,406 | |
December 15, 2022 [Member] | Stock Option Exercises [Member] | ||
Shares Issued | 1,181 | |
Price per shares | $ 1.97 | |
Restricted Stock Units Vested | 2,000 | |
Shares Withheld for Tax | 819 |
Common Stock (Details 1)
Common Stock (Details 1) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units Vested | 31,250 |
Shares Issued | 24,712 |
Shares Withheld for tax | 6,538 |
January 20, 2021 | RSU Settlements [Member] | |
Restricted Stock Units Vested | 5,000 |
Price Settled Per Share | $ / shares | $ 4.10 |
Shares Issued | 3,000 |
Shares Withheld for tax | 2,000 |
April 21, 2021 | RSU Settlements [Member] | |
Restricted Stock Units Vested | 26,250 |
Price Settled Per Share | $ / shares | $ 3.44 |
Shares Issued | 21,712 |
Shares Withheld for tax | 4,538 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 07, 2022 | Feb. 10, 2021 | Nov. 10, 2020 | Sep. 07, 2018 | Jul. 29, 2022 | May 20, 2022 | Sep. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, shares issued | 57,873,379 | 53,772,261 | |||||||
Issued of common stock from settlement of RSU | 24,712 | ||||||||
Issuance of common stock | 77,451 | ||||||||
Common stock price per sahres | $ 0.001 | ||||||||
Common stock, shares authorized | 100,000,000 | ||||||||
Underwriting Agreement [Member] | |||||||||
Issuance of common stock | 3,809,524 | 3,450,000 | 297,289 | ||||||
Purchase price per share | $ 4.9533 | $ 1.87 | |||||||
Proceeds from Issuance of common stock | $ 571,428 | $ 640,000 | |||||||
offering expenses | $ 1,890,000 | $ 200,000 | |||||||
Equity Distribution Agreement [Member] | |||||||||
Common stock shares sold | 3,000 | 754,348 | 2,539,606 | 350,829 | 190,600 | 308,609 | |||
Aggeregate share of common stock offering price | $ 25,000,000 | $ 10,000,000 | $ 2,500,000 | $ 2,500,000 | |||||
Brokerage fees | $ 9,500 | ||||||||
Commissions and fee | $ 2,700,000 | $ 9,700,000 | $ 80,000 | $ 700,000 | $ 1,200,000 |
StockBased Compensation (Detail
StockBased Compensation (Details) - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of warrants Outstanding beginning balance | 485,000 | 175,000 | |
Weighted Exercise Price | |||
Number of warrants granted | 54,000 | 310,000 | |
Number of warrants exercised | 0 | 0 | |
Number of warrants Expired | 0 | 0 | |
Number of warrants outstanding ending balance | 539,000 | 485,000 | |
Number of Warrants Exercisable | 485,000 | ||
Weighted Average Exercise Price Outstanding balance | $ 3.88 | $ 2.75 | |
Weighted Average Exercise Price Granted | 3.05 | $ 4.52 | |
Weighted Exercise Price Exercised | 0 | 0 | |
Weighted Exercise Price Expired | 0 | 0 | |
Weighted Average Exercise Price ending balance | 3.80 | $ 3.88 | |
Weighted Average Exercise Price exercisable | $ 3.88 |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Warrants [Member] | |
Number Exercisable | 485,000 |
Number Outstanding | 539,000 |
Proceeds to Company if Exercised | $ | $ 2,046,200 |
Warrant One [Member] | |
Weighted Average Remaining Contractual Life (Years) | 1 month 24 days |
Number Exercisable | 125,000 |
Number Outstanding | 125,000 |
Proceeds to Company if Exercised | $ | $ 308,750 |
Exercise Price | $ / shares | $ 2.47 |
Warrant Two [Member] | |
Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 3 days |
Number Exercisable | 0 |
Number Outstanding | 54,000 |
Proceeds to Company if Exercised | $ | $ 164,700 |
Exercise Price | $ / shares | $ 3.05 |
Warrant Three [Member] | |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 1 day |
Number Exercisable | 50,000 |
Number Outstanding | 50,000 |
Proceeds to Company if Exercised | $ | $ 172,500 |
Exercise Price | $ / shares | $ 3.45 |
Warrants Four [Member] | |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 days |
Number Exercisable | 125,000 |
Number Outstanding | 125,000 |
Proceeds to Company if Exercised | $ | $ 493,750 |
Exercise Price | $ / shares | $ 3.95 |
Warrants Five [Member] | |
Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 2 days |
Number Exercisable | 185,000 |
Number Outstanding | 185,000 |
Proceeds to Company if Exercised | $ | $ 906,500 |
Exercise Price | $ / shares | $ 4.90 |
StockBased Compensation (Deta_3
StockBased Compensation (Details 2) - Option Four [Member] - USD ($) | 12 Months Ended | 24 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options outstanding beginning balance | 5,027,518 | 4,278,619 |
Granted | 0 | 1,090,000 |
Exercised | 0 | (277,634) |
Number of Expired/Cancelled | $ (42,413) | $ (63,467) |
Number of option outstanding ending balance | 4,985,105 | 5,027,518 |
Number of options exercisable | 4,495,011 | |
Weighted Average Exercise Price Outstanding balance | $ 3.87 | $ 4 |
Weighted Average Exercise Price Granted | 0 | 3.41 |
Weighted Average Exercise Price Exercised | 0 | 4.19 |
Weighted Average Exercise Price expires/cancelled | 3.43 | 3.64 |
Weighted Average Exercise Price ending balance | 3.87 | $ 3.87 |
Weighted Average Exercise Price exercisable balance | $ 3.93 |
StockBased Compensation (Deta_4
StockBased Compensation (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Approved Stock options | 3,342,518 | 3,342,518 |
Option expenses | $ 2,450,349 | |
Stock Options Amendment One [Member] | ||
Approved Stock options | 292,000 | |
Option expenses | $ 442,273 | |
Equity Incentive Plan | 2011 | |
Stock option grant date | Jul. 23, 2015 | |
Stock option amendment date | Jul. 14, 2021 | |
Stock option expiration date | Jul. 23, 2025 | |
Stock Options Amendment Two [Member] | ||
Approved Stock options | 6,367 | |
Option expenses | $ 4,151 | |
Equity Incentive Plan | 2011 | |
Stock option grant date | Mar. 20, 2013 | |
Stock option amendment date | Jul. 14, 2021 | |
Stock option expiration date | Mar. 20, 2023 | |
Stock Options Amendment Three [Member] | ||
Approved Stock options | 8,151 | |
Option expenses | $ 6,009 | |
Equity Incentive Plan | 2011 | |
Stock option grant date | Sep. 02, 2013 | |
Stock option amendment date | Jul. 14, 2021 | |
Stock option expiration date | Sep. 02, 2023 | |
Stock Options Amendment Four [Member] | ||
Approved Stock options | 335,000 | |
Option expenses | $ 163,945 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Apr. 13, 2020 | |
Stock option amendment date | Sep. 21, 2021 | |
Stock option expiration date | Apr. 13, 2030 | |
Stock Options Amendment Five [Member] | ||
Approved Stock options | 89,163 | |
Option expenses | $ 24,194 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Jan. 23, 2018 | |
Stock option amendment date | Sep. 21, 2021 | |
Stock option expiration date | Jan. 23, 2028 | |
Stock Options Amendment Six [Member] | ||
Approved Stock options | 308,066 | |
Option expenses | $ 127,719 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Feb. 13, 2017 | |
Stock option amendment date | Sep. 21, 2021 | |
Stock option expiration date | Feb. 13, 2027 | |
Stock Options Amendment Seven [Member] | ||
Approved Stock options | 760,000 | |
Option expenses | $ 984,511 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Apr. 15, 2016 | |
Stock option amendment date | Nov. 03, 2021 | |
Stock option expiration date | Apr. 15, 2026 | |
Stock Options Amendment Eight [Member] | ||
Approved Stock options | 15,000 | |
Option expenses | $ 19,582 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Jun. 23, 2016 | |
Stock option amendment date | Nov. 03, 2021 | |
Stock option expiration date | Jun. 23, 2026 | |
Stock Options Amendment Nine [Member] | ||
Approved Stock options | 50,000 | |
Option expenses | $ 32,456 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Jan. 01, 2017 | |
Stock option amendment date | Nov. 03, 2021 | |
Stock option expiration date | Jan. 01, 2027 | |
Stock Options Amendment Ten [Member] | ||
Approved Stock options | 387,934 | |
Option expenses | $ 224,901 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Mar. 30, 2017 | |
Stock option amendment date | Nov. 03, 2021 | |
Stock option expiration date | Mar. 30, 2027 | |
Stock Options Amendment Eleven [Member] | ||
Approved Stock options | 615,837 | |
Option expenses | $ 213,646 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Jan. 23, 2018 | |
Stock option amendment date | Nov. 03, 2021 | |
Stock option expiration date | Jan. 23, 2028 | |
Stock Options Amendment Twelve [Member] | ||
Approved Stock options | 425,000 | |
Option expenses | $ 180,267 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Apr. 13, 2020 | |
Stock option amendment date | Dec. 08, 2021 | |
Stock option expiration date | Apr. 13, 2030 | |
Stock Options Amendment Thirteen [Member] | ||
Approved Stock options | 10,000 | |
Option expenses | $ 5,209 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | Dec. 01, 2020 | |
Stock option amendment date | Dec. 08, 2021 | |
Stock option expiration date | Dec. 01, 2030 | |
Stock Options Amendment Fourteen [Member] | ||
Approved Stock options | 40,000 | |
Option expenses | $ 21,486 | |
Equity Incentive Plan | 2015 | |
Stock option grant date | May 20, 2021 | |
Stock option amendment date | Dec. 08, 2021 | |
Stock option expiration date | May 20, 2031 |
StockBased Compensation (Deta_5
StockBased Compensation (Details 4) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Option Four [Member] | |
Number Exercisable, shares | 795,000 |
Number Outstanding, shares | 795,000 |
Proceeds to Company if Exercised | $ | $ 2,862,000 |
Exercise Price | $ / shares | $ 3.60 |
Weighted Average Remaining Contractual Life (years) | 6 years 11 months 8 days |
Options One [Member] | |
Number Exercisable, shares | 635,000 |
Number Outstanding, shares | 635,000 |
Proceeds to Company if Exercised | $ | $ 2,063,750 |
Exercise Price | $ / shares | $ 3.25 |
Weighted Average Remaining Contractual Life (years) | 2 years 1 month 13 days |
Option Two [Member] | |
Number Exercisable, shares | 2,717 |
Number Outstanding, shares | 2,717 |
Proceeds to Company if Exercised | $ | $ 9,102 |
Exercise Price | $ / shares | $ 3.35 |
Weighted Average Remaining Contractual Life (years) | 8 months 1 day |
Option Three [Member] | |
Number Exercisable, shares | 532,493 |
Number Outstanding, shares | 1,022,587 |
Proceeds to Company if Exercised | $ | $ 3,476,796 |
Exercise Price | $ / shares | $ 3.40 |
Weighted Average Remaining Contractual Life (years) | 8 years 3 months 25 days |
Option Five [Member] | |
Number Exercisable, shares | 1,682,837 |
Number Outstanding, shares | 1,682,837 |
Proceeds to Company if Exercised | $ | $ 6,731,348 |
Exercise Price | $ / shares | $ 4 |
Weighted Average Remaining Contractual Life (years) | 3 years 9 months 3 days |
Option Six [Member] | |
Number Exercisable, shares | 11,801 |
Number Outstanding, shares | 11,801 |
Proceeds to Company if Exercised | $ | $ 51,334 |
Exercise Price | $ / shares | $ 4.35 |
Weighted Average Remaining Contractual Life (years) | 5 months 8 days |
Option Seven [Member] | |
Number Exercisable, shares | 89,163 |
Number Outstanding, shares | 89,163 |
Proceeds to Company if Exercised | $ | $ 390,534 |
Exercise Price | $ / shares | $ 4.38 |
Weighted Average Remaining Contractual Life (years) | 5 years 25 days |
Option Eight [Member] | |
Number Exercisable, shares | 50,000 |
Number Outstanding, shares | 50,000 |
Proceeds to Company if Exercised | $ | $ 240,000 |
Exercise Price | $ / shares | $ 4.80 |
Weighted Average Remaining Contractual Life (years) | 4 years 3 days |
Option Nine [Member] | |
Number Exercisable, shares | 696,000 |
Number Outstanding, shares | 696,000 |
Proceeds to Company if Exercised | $ | $ 3,480,000 |
Exercise Price | $ / shares | $ 5 |
Weighted Average Remaining Contractual Life (years) | 4 years 2 months 26 days |
Total Option [Member] | |
Number Exercisable, shares | 4,495,011 |
Number Outstanding, shares | 4,985,105 |
Proceeds to Company if Exercised | $ | $ 19,304,864 |
StockBased Compensation (Deta_6
StockBased Compensation (Details 5) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs outstanding begining balance | 810,750 | 67,500 |
Granted | 1,892,102 | 789,500 |
Vested | (377,007) | (31,250) |
Cancelled | (62,937) | (15,000) |
Number of RSUs outstanding ending balance | 2,262,908 | 810,750 |
Share price beginning balance | $ 3.33 | $ 3.47 |
Share price granted | 1.64 | 3.33 |
Share price vested | 3.33 | 3.55 |
Cancelled net | 2.88 | 3.3 |
Share price ending balance | $ 2.05 | $ 3.33 |
StockBased Compensation (Deta_7
StockBased Compensation (Details 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Compensation Expense RSUs | 1,892,102 | 789,500 |
RSU Expense | $ 2,755,843 | $ 2,624,486 |
Compensation Expense Nine [Member] | ||
Compensation Expense RSUs | 450,000 | |
Equity Incentive Plan | 2015 | |
Compensation Expense grant date | Oct. 04, 2022 | |
Compensation Expense Vesting Period | Up to 42 Months | |
RSU Expense | $ 321,078 | |
Compensation Expense Ten [Member] | ||
Compensation Expense RSUs | 3,000 | |
Equity Incentive Plan | 2015 | |
Compensation Expense grant date | Nov. 29, 2022 | |
Compensation Expense Vesting Period | 36 Months | |
First Vesting date | Nov. 29, 2023 | |
Second vesting date | Nov. 29, 2024 | |
Third vesting date | Nov. 29, 2025 | |
RSU Expense | $ 6,450 | |
Compensation Expense One [Member] | ||
Compensation Expense RSUs | 8,000 | 5,000 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Feb. 08, 2022 | Jan. 01, 2021 |
Compensation Expense Vesting Period | 24 Months | |
First Vesting date | Feb. 08, 2023 | Jan. 01, 2021 |
Second vesting date | Feb. 08, 2024 | |
RSU Expense | $ 22,640 | $ 19,450 |
Compensation Expense Two [Member] | ||
Compensation Expense RSUs | 30,000 | 30,000 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Mar. 01, 2022 | Mar. 25, 2021 |
Compensation Expense Vesting Period | 24 Months | 24 Months |
First Vesting date | Mar. 01, 2023 | Mar. 25, 2022 |
Second vesting date | Mar. 01, 2024 | Mar. 25, 2023 |
RSU Expense | $ 84,300 | $ 107,700 |
Compensation Expense Three [Member] | ||
Compensation Expense RSUs | 32,000 | 150,000 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Apr. 04, 2022 | May 01, 2021 |
Compensation Expense Vesting Period | 24 Months | 36 Months |
First Vesting date | Apr. 04, 2023 | May 01, 2022 |
Second vesting date | Apr. 04, 2024 | May 01, 2023 |
Third vesting date | May 01, 2024 | |
RSU Expense | $ 94,400 | $ 496,500 |
Compensation Expense Four [Member] | ||
Compensation Expense RSUs | 104,000 | 460,191 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Apr. 04, 2022 | Aug. 03, 2021 |
Compensation Expense Vesting Period | 36 Months | 24 Months |
First Vesting date | Apr. 04, 2023 | Aug. 03, 2022 |
Second vesting date | Apr. 04, 2024 | Aug. 03, 2023 |
Third vesting date | Apr. 04, 2025 | |
RSU Expense | $ 306,800 | $ 1,523,232 |
Compensation Expense Five [Member] | ||
Compensation Expense RSUs | 33,000 | 38,000 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Jun. 01, 2022 | Sep. 07, 2021 |
Compensation Expense Vesting Period | 24 Months | 24 Months |
First Vesting date | Jun. 01, 2023 | Sep. 07, 2022 |
Second vesting date | Jun. 01, 2024 | Sep. 07, 2023 |
RSU Expense | $ 80,850 | $ 126,160 |
Compensation Expense Six [Member] | ||
Compensation Expense RSUs | 63,102 | 39,809 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Aug. 15, 2022 | Oct. 04, 2021 |
Compensation Expense Vesting Period | 24 Months | 24 Months |
First Vesting date | Aug. 15, 2023 | Oct. 04, 2022 |
Second vesting date | Aug. 15, 2024 | Oct. 04, 2023 |
RSU Expense | $ 126,835 | $ 121,019 |
Compensation Expense Seven [Member] | ||
Compensation Expense RSUs | 25,000 | 43,500 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Sep. 21, 2022 | Nov. 01, 2021 |
Compensation Expense Vesting Period | 24 Months | 24 Months |
First Vesting date | Sep. 21, 2023 | Nov. 01, 2022 |
Second vesting date | Sep. 21, 2024 | Nov. 01, 2023 |
RSU Expense | $ 42,250 | $ 152,685 |
Compensation Expense Eight [Member] | ||
Compensation Expense RSUs | 1,144,000 | 23,000 |
Equity Incentive Plan | 2015 | 2015 |
Compensation Expense grant date | Oct. 04, 2022 | Dec. 15, 2021 |
Compensation Expense Vesting Period | 36 Months | 24 Months |
First Vesting date | Oct. 04, 2023 | Dec. 15, 2022 |
Second vesting date | Oct. 04, 2024 | Dec. 15, 2023 |
Third vesting date | Oct. 04, 2025 | |
RSU Expense | $ 1,670,240 | $ 77,740 |
StockBased Compensation (Deta_8
StockBased Compensation (Details 7) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Incentive RSU | 377,007 | 31,250 |
Incentive RSU Issued | 297,289 | 24,712 |
RSUs Held for Taxes | $ 79,718 | $ 6,538 |
Equity Incentive Plan One [Member] | ||
Incentive Plan | 2015 | 2015 |
Equity Incentive RSU | 15,000 | 5,000 |
Incentive Vest Date | Mar. 25, 2022 | Jan. 01, 2021 |
Incentive RSU Issued | 15,000 | 3,000 |
RSUs Held for Taxes | $ 0 | $ 2,000 |
Equity Incentive Plan Two [Member] | ||
Incentive Plan | 2015 | 2015 |
Equity Incentive RSU | 26,250 | 26,250 |
Incentive Vest Date | Apr. 13, 2022 | Apr. 13, 2021 |
Incentive RSU Issued | 21,712 | 21,712 |
RSUs Held for Taxes | $ 4,538 | $ 4,538 |
Equity Incentive Plan Three [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 50,000 | |
Incentive Vest Date | May 01, 2022 | |
Incentive RSU Issued | 35,000 | |
RSUs Held for Taxes | $ 15,000 | |
Equity Incentive Plan Four [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 230,102 | |
Incentive Vest Date | Aug. 03, 2022 | |
Incentive RSU Issued | 191,992 | |
RSUs Held for Taxes | $ 38,110 | |
Equity Incentive Plan Five [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 12,000 | |
Incentive Vest Date | Sep. 07, 2022 | |
Incentive RSU Issued | 7,038 | |
RSUs Held for Taxes | $ 4,962 | |
Equity Incentive Plan Six [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 19,905 | |
Incentive Vest Date | Oct. 04, 2022 | |
Incentive RSU Issued | 13,022 | |
RSUs Held for Taxes | $ 6,883 | |
Equity Incentive Plan Seven [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 21,750 | |
Incentive Vest Date | Nov. 01, 2022 | |
Incentive RSU Issued | 12,344 | |
RSUs Held for Taxes | $ 9,406 | |
Equity Incentive Plan Eight [Member] | ||
Incentive Plan | 2015 | |
Equity Incentive RSU | 2,000 | |
Incentive Vest Date | Dec. 15, 2022 | |
Incentive RSU Issued | 1,181 | |
RSUs Held for Taxes | $ 819 |
StockBased Compensation (Deta_9
StockBased Compensation (Details 8) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSU Cancelled | 62,937 | 15,000 |
Incentive RSU | 62,937 | 15,000 |
Equity Incentive Plan One [Member] | ||
RSU Cancelled | 33,000 | 15,000 |
Incentive Plan | 2015 | 2015 |
Incentive RSU | 33,000 | 15,000 |
Cancellation Date | May 31, 2022 | |
Vest date | Dec. 31, 2020 | |
Equity Incentive Plan Two [Member] | ||
RSU Cancelled | 1,365 | |
Incentive Plan | 2015 | 2015 |
Incentive RSU | 1,365 | |
Cancellation Date | Aug. 18, 2022 | |
Equity Incentive Plan Three [Member] | ||
RSU Cancelled | 17,572 | |
Incentive Plan | 2015 | |
Incentive RSU | 17,572 | |
Cancellation Date | Nov. 18, 2022 | |
Equity Incentive Plan Four [Member] | ||
RSU Cancelled | 11,000 | |
Incentive Plan | 2015 | |
Incentive RSU | 11,000 | |
Cancellation Date | Nov. 21, 2022 |
StockBased Compensation (Det_10
StockBased Compensation (Details 9) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Option Four [Member] | |
Number of stock Outstanding balance | 63,102 |
Share price | $ / shares | $ 2.01 |
Weighted average remaining contractual life (Years) | 1 year 29 days |
Options One [Member] | |
Number of stock Outstanding balance | 450,000 |
Share price | $ / shares | $ 0.69 |
Weighted average remaining contractual life (Years) | 3 years 3 months 3 days |
Option Two [Member] | |
Number of stock Outstanding balance | 1,133,000 |
Share price | $ / shares | $ 1.46 |
Weighted average remaining contractual life (Years) | 1 year 9 months 3 days |
Option Three [Member] | |
Number of stock Outstanding balance | 25,000 |
Share price | $ / shares | $ 1.69 |
Weighted average remaining contractual life (Years) | 1 year 2 months 19 days |
Option Five [Member] | |
Number of stock Outstanding balance | 3,000 |
Share price | $ / shares | $ 2.15 |
Weighted average remaining contractual life (Years) | 1 year 10 months 28 days |
Option Six [Member] | |
Number of stock Outstanding balance | 33,000 |
Share price | $ / shares | $ 2.45 |
Weighted average remaining contractual life (Years) | 11 months 1 day |
Option Seven [Member] | |
Number of stock Outstanding balance | 30,000 |
Share price | $ / shares | $ 2.81 |
Weighted average remaining contractual life (Years) | 8 months 1 day |
Option Eight [Member] | |
Number of stock Outstanding balance | 8,000 |
Share price | $ / shares | $ 2.83 |
Weighted average remaining contractual life (Years) | 7 months 9 days |
Option Nine [Member] | |
Number of stock Outstanding balance | 136,000 |
Share price | $ / shares | $ 2.95 |
Weighted average remaining contractual life (Years) | 11 months 19 days |
Total Option [Member] | |
Number of stock Outstanding balance | 2,262,908 |
Option Ten [Member] | |
Number of stock Outstanding balance | 19,904 |
Share price | $ / shares | $ 3.04 |
Weighted average remaining contractual life (Years) | 4 months 17 days |
Option Eleven [Member] | |
Number of stock Outstanding balance | 311,152 |
Share price | $ / shares | $ 3.31 |
Weighted average remaining contractual life (Years) | 7 months 2 days |
Option Twelve [Member] | |
Number of stock Outstanding balance | 12,000 |
Share price | $ / shares | $ 3.32 |
Weighted average remaining contractual life (Years) | 8 months 4 days |
Option Fourteen [Member] | |
Number of stock Outstanding balance | 21,750 |
Share price | $ / shares | $ 3.51 |
Weighted average remaining contractual life (Years) | 5 months 1 day |
Option Fiveteen [Member] | |
Number of stock Outstanding balance | 15,000 |
Share price | $ / shares | $ 3.59 |
Weighted average remaining contractual life (Years) | 2 months 23 days |
Option Thirteen [Member] | |
Number of stock Outstanding balance | 2,000 |
Share price | $ / shares | $ 3.38 |
Weighted average remaining contractual life (Years) | 5 months 23 days |
StockBased Compensation (Det_11
StockBased Compensation (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 04, 2022 | Oct. 04, 2021 | Sep. 07, 2021 | Aug. 03, 2021 | Apr. 13, 2020 | Nov. 29, 2022 | Nov. 18, 2022 | Aug. 18, 2022 | May 20, 2021 | May 27, 2019 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jun. 15, 2018 | Mar. 27, 2018 | Jun. 13, 2017 | Aug. 05, 2016 | |
Common stock available | 1,750,000 | |||||||||||||||||
Share aggregate maximum | 7,750,000 | |||||||||||||||||
Option Granted | 2,515 | 5,000 | 32,383 | 2,515 | ||||||||||||||
Stock options approved amount | 3,342,518 | 3,342,518 | ||||||||||||||||
Common stock available for issuance | $ 6,736,444 | $ 23,219,644 | ||||||||||||||||
Stock price | $ 3.50 | |||||||||||||||||
Volatility | 76.16% | |||||||||||||||||
Risk free rate | 0.58% | |||||||||||||||||
Stock-based compensation expense | $ 0 | 2,450,349 | ||||||||||||||||
Restricted Stock Units [Member] | One | ||||||||||||||||||
Vesting aggregate | 198,275 | |||||||||||||||||
Aggregrate aggregate | 424,875 | |||||||||||||||||
share price | $ 5 | |||||||||||||||||
Granted aggregate | 3,000 | |||||||||||||||||
Granted RSU | 39,809 | 460,191 | ||||||||||||||||
Description of vesting shall | These RSUs vest over two years with 19,905 units vesting on October 4, 2022, and 19,904 units vesting on October 4, 2023, subject to continued service and will result in total compensation expense of $121,019 | The RSUs eligible for vesting shall vest over two years with up to 230,102 units vesting on August 3, 2022, and up to 230,089 units vesting on August 3, 2023 and will result in total compensation expense of $1,523,232 | ||||||||||||||||
Stock-based compensation expense | $ 1,903,054 | 898,910 | ||||||||||||||||
unrecognized compensation cost | 2,214,593 | |||||||||||||||||
Option [Member] | ||||||||||||||||||
Stock-based compensation expense | 1,127,502 | 1,069,605 | ||||||||||||||||
Option [Member] | 2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Shares vesting | 36,680 | |||||||||||||||||
Fair value of options | $ 128,003 | $ 98,322 | $ 1,811,216 | $ 287,363 | ||||||||||||||
Common stock shares issuable upon exercise of stock option | 25,000 | 463,328 | ||||||||||||||||
Exercise price | $ 3.40 | $ 3.40 | $ 3.40 | $ 3.87 | ||||||||||||||
Maturity Term | 5 years 6 months | 5 years 6 months | 5 years 2 months 19 days | |||||||||||||||
Common stock available for issuance | $ 1,750,000 | $ 750,000 | ||||||||||||||||
Stock price | $ 3.04 | $ 3.32 | $ 3.31 | |||||||||||||||
Volatility | 68.80% | 68.98% | 69.13% | |||||||||||||||
Risk free rate | 1.49% | 1.38% | 1.19% | |||||||||||||||
Stock option purchase | 36,680 | 25,000 | 463,312 | |||||||||||||||
Vesting term | 10 years | 10 years | 9 months 3 days | |||||||||||||||
Common stock shares reserved for future issuance | 73,360 | 50,000 | 926,640 | 417,318 | 750,000 | 1,000,000 | 750,000 | |||||||||||
Option [Member] | 2015 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||
Common stock shares reserved for future issuance | 6,000,000 | 3,250,000 | 4,250,000 | 2,500,000 | 1,750,000 | |||||||||||||
Warrants [Member] | ||||||||||||||||||
Stock-based compensation expense | $ 84,102 | $ 701,781 | ||||||||||||||||
Intrinsic value | $ 0 | |||||||||||||||||
Vesting term | 1 year 3 months 3 days | |||||||||||||||||
Compensation cost related to non-vested warrants | $ 35,812 | |||||||||||||||||
April 4, 2022 [Member] | Warrants [Member] | ||||||||||||||||||
Exercise price | $ 3.05 | |||||||||||||||||
Maturity Term | 3 years 6 months | |||||||||||||||||
Stock price | $ 2.95 | |||||||||||||||||
Warrants exercise price | $ 3.05 | |||||||||||||||||
Volatility | 71.07% | |||||||||||||||||
Risk free rate | 2.53% | |||||||||||||||||
February 1, 2021 [Member] | Warrants [Member] | ||||||||||||||||||
Exercise price | $ 4.90 | |||||||||||||||||
Maturity Term | 3 years 6 months | |||||||||||||||||
Stock price | $ 4.80 | |||||||||||||||||
Warrants exercise price | $ 4.90 | |||||||||||||||||
Volatility | 75.03% | |||||||||||||||||
Risk free rate | 0.59% | |||||||||||||||||
Stock option purchase | 185,000 | |||||||||||||||||
Expire description | This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share | These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share. | ||||||||||||||||
Warrant expenses | $ 459,352 | |||||||||||||||||
January 01, 2021 [Member] | Warrants [Member] | ||||||||||||||||||
Exercise price | $ 3.95 | |||||||||||||||||
Maturity Term | 3 years 6 months | |||||||||||||||||
Stock price | $ 3.80 | |||||||||||||||||
Volatility rate | 74.53% | |||||||||||||||||
Risk free rate | 0.50% | |||||||||||||||||
Stock option purchase | 54,000 | 125,000 | ||||||||||||||||
Warrant expenses | $ 80,901 | $ 242,877 | ||||||||||||||||
Fair market value of options | $ 73,641 | |||||||||||||||||
April 13,2020 [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Stock compensation expenses | $ 0 | |||||||||||||||||
On 20, May 2021 [Member] | Option [Member] | ||||||||||||||||||
Exercise price | $ 3.60 | $ 3.60 | ||||||||||||||||
Maturity Term | 3 years 6 months | |||||||||||||||||
Stock options purchase shares of common stock | 40,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Dec. 31, 2022 USD ($) |
2023 | $ 57,726 |
2024 | 57,725 |
2025 | 57,725 |
2026 | 57,726 |
2027 | 57,726 |
Greater than 5 years | 252,534 |
Total | 541,162 |
Less: Amount representing interest | (59,016) |
Present value of minimum lease payments | $ 482,146 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - Operating Lease Right of Use Obligations [Member] | Dec. 31, 2022 USD ($) |
2023 | $ 264,799 |
2024 | 164,225 |
2025 | 120,209 |
2026 | 94,600 |
2027 | 25,800 |
Total Operating Lease Obligations | 669,633 |
Less: Amount representing interest | (24,379) |
Present value of minimum lease payments | $ 645,254 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies | |
2023 | $ 27,069 |
2024 - 2027 | 0 |
Total Operating Lease Liabilities | $ 27,069 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - Grants Repayable [Member] | Dec. 31, 2022 USD ($) |
2023 | $ 49,283 |
2024 | 26,541 |
2025 | 34,581 |
2026 | 42,026 |
2027 | 45,978 |
Greater than 5 years | 263,893 |
Total Grants Repayable | $ 462,302 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies | |
2023 | $ 1,268,528 |
2024 | 1,138,227 |
2025 | 704,312 |
2026 | 480,358 |
2027 | 281,602 |
Greater than 5 years | 446,799 |
Total | 4,319,826 |
Less: Amount representing interest | (473,886) |
Total Long-Term Debt | $ 3,845,940 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies | |
2022 | $ 798,032 |
2024 - 2027 | 81,773 |
Total Collaborative Agreement Obligations | $ 879,805 |
Commitments and Contingencies_8
Commitments and Contingencies (Details 6) - Stock Option | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Outstanding Award 1 | |
Outstanding award | $ 969,593 |
Amortised of outstanding award 2022 | 580,411 |
Amortised of outstanding award 2021 | 389,182 |
Un-amortised of outstanding award 2023 | 0 |
Outstanding Award 2 | |
Outstanding award | 630,863 |
Amortised of outstanding award 2022 | 450,090 |
Amortised of outstanding award 2021 | 180,773 |
Un-amortised of outstanding award 2023 | $ 270,550 |
Commitments and Contingencies_9
Commitments and Contingencies (Details 7) - Restricted stock option | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Outstanding Award 1 | |
Outstanding award | $ 822,149 |
Amortised of outstanding award 2022 | 493,207 |
Amortised of outstanding award 2021 | 328,942 |
Un-amortised of outstanding award 2023 | 0 |
Outstanding Award 2 | |
Outstanding award | 530,930 |
Amortised of outstanding award 2022 | 379,191 |
Amortised of outstanding award 2021 | 151,739 |
Un-amortised of outstanding award 2023 | $ 228,491 |
Commitments and Contingencie_10
Commitments and Contingencies (Details 8) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Amortised of outstanding award 2022 | $ 245,861 |
Un-amortised of outstanding award | $ 1,408,319 |
Restricted stock option | Outstanding Award 1 | |
Vesting period | 2023 |
Amortised of outstanding award 2022 | $ 134,087 |
Un-amortised of outstanding award | 417,327 |
Restricted stock option | Outstanding Award 2 | |
Amortised of outstanding award 2022 | 65,088 |
Un-amortised of outstanding award | $ 470,244 |
Outstanding award | 2024 |
Restricted stock option | Outstanding Award 3 | |
Amortised of outstanding award 2022 | $ 46,686 |
Un-amortised of outstanding award | $ 520,748 |
Outstanding award | 2025 |
Commitments and Contingencie_11
Commitments and Contingencies (Details Narrative) | 12 Months Ended | ||||
Nov. 03, 2020 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | |
Grant Repyable | $ 462,302 | ||||
Long-term debt payable | 3,845,940 | ||||
Payments For Future Research And Collobration | $ 879,805 | ||||
RoyalityOnRevenuePercentange | 6% | 6% | |||
Aggerate Amount Payable, Description | under the agreement will be completed by the end of the third quarter 2023 at a total cost to the Company of up to $4.2 million | ||||
Amount payable | $ 264,692 | ||||
Payable By Company For Services Rendered | $ 3,435,165 | ||||
Restricted stock unit | shares | 1,144,000 | 1,144,000 | |||
Accrued compensation expense | $ 905,856 | ||||
Unrecognized compensation expense | 270,550 | ||||
Stock-based compensation expense | 0 | $ 2,450,349 | |||
Compensation | 737,137 | ||||
Other income | 1,181,603 | $ 1,343,298 | |||
Performance Based Award [Member] | Vest In 2023 [Member] | |||||
Unrecognized compensation expense | 228,491 | ||||
RSu Vested | 530,930 | ||||
Stock-based compensation expense | 822,149 | ||||
Performance Based Award [Member] | Vest In 2024 [Member] | |||||
Unrecognized compensation expense | 1,408,319 | ||||
RSu Vested | 134,087 | ||||
RSu Vested in 2024 | 65,088 | ||||
RSu Vested in 2025 | 46,686 | ||||
Stock-based compensation expense | 245,861 | ||||
Finance Lease Obligations [Member] | |||||
Lease Payable | 541,162 | ||||
Operating Lease Right of Use Obligations [Member] | |||||
Operating Lease Right-of-use Assets | 619,392 | ||||
Operating Lease Liabilities | $ 645,254 | ||||
Weighted Average Discount Rate | 2.38% | 2.38% | |||
Payment Of Lease Liabilities | $ 245,354 | ||||
Operating Lease Expense | 267,434 | ||||
Short Term Lease Costs | 76,955 | ||||
Managing Director's Agreement [Member] | |||||
Amount payable | 210 | ||||
Royalty Payment | $ 118,055 | ||||
Royality | 6% | 6% | |||
Stock Incentive Plan [Member] | |||||
Stock Option Expenses | $ 969,593 | ||||
Restricted Stock | 500,000 | ||||
Total Of Stock Option | $ 1,000,000 | ||||
In 2018 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | Namur Innovation and Growth [Member] | |||||
Loan Agreement Term | 4 years | 4 years | |||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||
Fixed Interest Rate | 4% | 4% | |||
Maturity Date | June 2022 | June 2022 | |||
Total Long-term Debt | $ 0 | ||||
February 5, 2022 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | First Insurance Funding [Member] | |||||
Loan Agreement Term | 9 months | 9 months | |||
Repayment Of Long-term Loan Amount | $ 620,549 | ||||
Fixed Interest Rate | 3.57% | 3.57% | |||
Maturity Date | November 2022 | November 2022 | |||
Principal Balance Payable | $ 0 | ||||
On September 16, 2020 [Member] | Bioinformatic Analytics Of Cell Free DNA [Member] | |||||
Repayment Of Long-term Loan Amount | € | € 54,879 | ||||
Total Long-term Debt | 100,236 | ||||
Additional Cost Of Company | 39,000 | ||||
Collaborative Obligations Amount Due | 23,018 | ||||
August Ten Two Thousand Twenty Two [Member] | Univercity Of Texas MD [Member] | |||||
Additional Cost Of Company | 346,787 | ||||
Collaborative Obligations Amount Due | 346,787 | ||||
In 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | |||||
Collaborative Obligations Amount Due | $ 0 | ||||
Lease Agreement Expire Period | 5 | 5 | |||
Collaborative Obligations Amount | $ 400,000 | ||||
In 2018 [Member] | BNP Paribas leasing solutions [Member] | Finance Lease Obligations [Member] | |||||
Amount payable | $ 0 | ||||
Purchase Price For The Property | € | € 25,000 | ||||
Maturity Date | January 2022 | January 2022 | |||
Implicit Interest | 1.35% | 1.35% | |||
Leased Equipment Amortized Term | 5 years | 5 years | |||
Walloon Region Government [Member] | In 2020 [Member] | |||||
RoyalityOnRevenuePercentange | 2.89% | 2.89% | |||
Repayment Of Grants | € | € 148,500 | ||||
Terms Of Agreement Description | it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | |||
Amount Repayable | $ 97,799 | ||||
Grant Receivable | € | 495,000 | ||||
Grant Repaid By Installments | over 10 years | over 10 years | |||
Walloon Region Government [Member] | In 2020 [Member] | Colorectal Cancer Research Agreement [Member] | |||||
RoyalityOnRevenuePercentange | 4.34% | 4.34% | |||
Repayment Of Grants | € | 278,830 | ||||
Terms Of Agreement Description | it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | |||
Amount Repayable | $ 230,392 | ||||
Grant Receivable | € | 929,433 | ||||
Grant Repaid By Installments | over 15 years | over 15 years | |||
Walloon Region Government [Member] | In 2018 [Member] | Colorectal Cancer Research Agreement [Member] | |||||
RoyalityOnRevenuePercentange | 3.53% | 3.53% | |||
Repayment Of Grants | € | 181,500 | ||||
Terms Of Agreement Description | it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received | it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received | |||
Amount Repayable | $ 107,280 | ||||
Grant Receivable | € | 605,000 | ||||
Grant Repaid By Installments | over 12 years | over 12 years | |||
Walloon Region Government [Member] | In 2010 [Member] | |||||
RoyalityOnRevenuePercentange | 6% | 6% | |||
Repayment Of Grants | € | 314,406 | ||||
Other income | $ 733,614 | ||||
Terms Of Agreement Description | it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received | it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is twice the amount of funding received | |||
Amount Repayable | $ 26,831 | ||||
Grant Receivable | € | € 1,048,020 | ||||
Namur Invest [Member] | In 2016 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 7 years | 7 years | |||
Repayment Of Long-term Loan Amount | € | € 440,000 | ||||
Fixed Interest Rate | 4.85% | 4.85% | |||
Maturity Date | December 2023 | December 2023 | |||
Total Long-term Debt | $ 82,659 | ||||
Namur Invest [Member] | In 2019 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 4 years | 4 years | |||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||
Fixed Interest Rate | 4.80% | 4.80% | |||
Maturity Date | September 2024 | September 2024 | |||
Total Long-term Debt | $ 279,548 | ||||
Namur Invest [Member] | In 2020 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 10 years | 10 years | |||
Repayment Of Long-term Loan Amount | € | € 830,000 | ||||
Fixed Interest Rate | 4% | 4% | |||
Maturity Date | March 2031 | March 2031 | |||
Principal Balance Payable | $ 759,419 | ||||
Agreement Under Amount | € | € 707,599 | ||||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | |||||
Maturity Date | May 2031 | May 2031 | |||
Fixed Interest Rate On Lease | 2.62% | 2.62% | |||
Lease Payable | $ 482,146 | ||||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 15 years | 15 years | |||
Repayment Of Long-term Loan Amount | € | € 270,000 | ||||
Fixed Interest Rate | 2.62% | 2.62% | |||
Maturity Date | December 2031 | December 2031 | |||
Principal Balance Payable | $ 188,806 | ||||
SOFINEX [Member] | In 2017 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 7 years | 7 years | |||
Repayment Of Long-term Loan Amount | € | € 1,000,000 | ||||
Fixed Interest Rate | 4.50% | 4.50% | |||
Maturity Date | September 2024 | September 2024 | |||
Total Long-term Debt | $ 482,954 | ||||
SOFINEX [Member] | November 23, 2021 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 3 years 5 months 30 days | 3 years 5 months 30 days | |||
Repayment Of Long-term Loan Amount | € | € 450,000 | ||||
Fixed Interest Rate | 5% | 5% | |||
Maturity Date | June 2025 | June 2025 | |||
Principal Balance Payable | $ 442,708 | ||||
Agreement Under Amount | € | € 450,000 | ||||
University of Taiwan [Member] | In 2018 [Member] | Clinical Study Research Agreement [Member] | |||||
Collaborative Obligations Amount Due | 510,000 | ||||
Collaborative Obligations Amount | $ 2,550 | ||||
Lease Agreement Expire Period | 3 years | 3 years | |||
Namur [Member] | August 16, 2022 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 4 years | 4 years | |||
Repayment Of Long-term Loan Amount | € | € 1,000,000 | ||||
Fixed Interest Rate | 6% | 6% | |||
Maturity Date | July 2026 | July 2026 | |||
Principal Balance Payable | $ 1,073,231 | ||||
Agreement Under Amount | € | € 1,000,000 | ||||
Namur [Member] | November 18, 2022 [Member] | Long-term Debt [Member] | Loan Agreement [Member] | |||||
Loan Agreement Term | 4 years | 4 years | |||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||
Fixed Interest Rate | 5.45% | 5.45% | |||
Maturity Date | December 2027 | December 2027 | |||
Principal Balance Payable | $ 536,615 | ||||
Agreement Under Amount | € | € 500,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 12, 2023 | Jan. 05, 2023 | Feb. 17, 2023 | Jan. 19, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2023 | Feb. 08, 2023 | |
Common stock, shares issued | 57,873,379 | 53,772,261 | ||||||
Net proceeds | $ 306,392 | $ 90,035 | ||||||
2015 Equity Incentive Plan [Member] | Option [Member] | ||||||||
RSUs, vested | 15,000 | 4,000 | ||||||
Common stock, shares issued | 9,609 | 2,369 | ||||||
Common stock, shares withheld for taxes | 5,391 | 1,631 | ||||||
Capital Raise [Member] | ||||||||
Shares issued | 4,945,000 | |||||||
Share price | $ 1.6275 | |||||||
Proceed from sale of common stock | $ 8,000,000 | |||||||
RSU Vesting [Member] | ||||||||
RSUs, vested | 424,875 | |||||||
Description of rsu vesting | 3-year time based vesting schedule, vesting in three equal installments on each of October 4, 2023, October 4, 2024 and October 4, 2025 | |||||||
Common Stock Issuances And Repurchases [Member] | ||||||||
Net proceeds | $ 656,000 | |||||||
Sale of common stock | $ 279,703 | |||||||
Common stock, share purchase | 13,264 | |||||||
Common stock, per share | $ 2.39 | |||||||
Total cost of the company | $ 31,772 |